Subordinated Indenture



 Exhibit 4.3 
 UNISYS CORPORATION 
 AND 

WELLS FARGO BANK, NATIONAL ASSOCIATION, 
 as Trustee 
 Subordinated Indenture 

Dated as of June 1, 2012 








							
		 	 Cross-Reference Table*

 

	 	 	Trust Indenture Act
Section	 	 	  	Indenture Section
				
	 310
	 	(a)(1)	 		  	6.9
		 	(a)(2)	 		  	6.9
		 	(a)(3)	 		  	N.A.
		 	(a)(4)	 		  	N.A.
		 	(a)(5)	 		  	6.9
		 	(b)	 		  	6.8
	 311
	 	(a)	 		  	6.13
		 	(b)	 		  	6.13
	 312
	 	(a)	 		  	4.1, 4.2(a)
		 	(b)	 		  	4.2(b)
		 	(c)	 		  	4.2(c)
	 313
	 	(a)	 		  	4.4(a)
		 	(b)	 		  	4.4(a)
		 	(c)	 		  	4.4(a)
		 	(d)	 		  	4.4(b)
	 314
	 	(a)(1)	 		  	4.3
		 	(a)(2)	 		  	4.3
		 	(a)(3)	 		  	4.3
		 	(a)(4)	 		  	4.5
		 	(b)	 		  	N.A.
		 	(c)(1)	 		  	11.5
		 	(c)(2)	 		  	11.5
		 	(c)(3)	 		  	N.A.
		 	(d)	 		  	N.A.
		 	(e)	 		  	11.5
	 315
	 	(a)	 		  	6.1
		 	(b)	 		  	5.11
		 	(c)	 		  	6.1
		 	(d)	 		  	6.1
		 	(e)	 		  	5.12
	 316
	 	(a) (last sentence)	 		  	7.4
		 	(a)(1)(A)	 		  	5.9
		 	(a)(1)(B)	 		  	5.10
		 	(a)(2)	 		  	N.A.
		 	(b)	 		  	5.7
		 	(c)	 		  	5.10
	 317
	 	(a)(1)	 		  	5.2
		 	(a)(2)	 		  	5.2
		 	(b)	 		  	3.4
	 318
	 	(a)	 		  	11.7

  

	*	This Cross-Reference Table is not part of the Indenture 


  
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	 ARTICLE 1     DEFINITIONS
	  	1
			
	 SECTION 1.1.
	 	Certain Terms Defined	  	1
		
	 ARTICLE 2     SECURITIES
	  	7
			
	 SECTION 2.1.
	 	Forms Generally	  	7
			
	 SECTION 2.2.
	 	Form of Trustee’s Certificate of Authentication	  	7
			
	 SECTION 2.3.
	 	Amount Unlimited; Issuable in Series	  	7
			
	 SECTION 2.4.
	 	Authentication and Delivery of Securities	  	11
			
	 SECTION 2.5.
	 	Execution of Securities	  	12
			
	 SECTION 2.6.
	 	Certificate of Authentication	  	13
			
	 SECTION 2.7.
	 	Denomination and Date of Securities; Payments of Interest	  	13
			
	 SECTION 2.8.
	 	Registration, Transfer and Exchange	  	14
			
	 SECTION 2.9.
	 	Mutilated, Defaced, Destroyed, Lost and Stolen Securities	  	17
			
	 SECTION 2.10.
	 	Cancellation of Securities; Destruction Thereof	  	18
			
	 SECTION 2.11.
	 	Temporary Securities	  	19
			
	 SECTION 2.12.
	 	CUSIP Numbers	  	19
		
	 ARTICLE 3     COVENANTS OF THE ISSUER
	  	20
			
	 SECTION 3.1.
	 	Payment of Principal and Interest	  	20
			
	 SECTION 3.2.
	 	Offices for Payments, etc	  	21
			
	 SECTION 3.3.
	 	Appointment to Fill a Vacancy in Office of Trustee	  	21
			
	 SECTION 3.4.
	 	Paying Agents	  	22
			
	 SECTION 3.5.
	 	Written Statement to Trustee	  	23
			
	 SECTION 3.6.
	 	Calculation of Original Issue Discount	  	23









							
	 ARTICLE 4     SECURITYHOLDERS’ LISTS AND REPORTS BY THE ISSUER AND THE
TRUSTEE
	  	 	23	  
			
	 SECTION 4.1.
	 	Issuer to Furnish Trustee Information as to Names and Addresses of Securityholders	  	 	23	  
			
	 SECTION 4.2.
	 	Preservation and Disclosure of Securityholders’ Lists	  	 	24	  
			
	 SECTION 4.3.
	 	Reports by the Issuer	  	 	25	  
			
	 SECTION 4.4.
	 	Reports by the Trustee	  	 	26	  
		
	 ARTICLE 5     REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF
DEFAULT
	  	 	26	  
			
	 SECTION 5.1.
	 	Event of Default Defined; Acceleration of Maturity; Waiver of Default	  	 	26	  
			
	 SECTION 5.2.
	 	Collection of Indebtedness by Trustee; Trustee May Prove Debt	  	 	29	  
			
	 SECTION 5.3.
	 	Application of Proceeds	  	 	32	  
			
	 SECTION 5.4.
	 	Suits for Enforcement	  	 	34	  
			
	 SECTION 5.5.
	 	Restoration of Rights on Abandonment of Proceedings	  	 	34	  
			
	 SECTION 5.6.
	 	Limitations on Suits by Securityholders	  	 	34	  
			
	 SECTION 5.7.
	 	Unconditional Right of Securityholders to Institute Certain Suits	  	 	35	  
			
	 SECTION 5.8.
	 	Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default	  	 	35	  
			
	 SECTION 5.9.
	 	Control by Holders of Securities	  	 	36	  
			
	 SECTION 5.10.
	 	Waiver of Past Defaults	  	 	36	  
			
	 SECTION 5.11.
	 	Trustee to Give Notice of Default	  	 	37	  
			
	 SECTION 5.12.
	 	Right of Court to Require Filing of Undertaking to Pay Costs	  	 	38	  
		
	 ARTICLE 6     CONCERNING THE TRUSTEE
	  	 	38	  


  
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	 SECTION 6.1.
	  	Duties and Responsibilities of the Trustee; During Default; Prior to Default	  	 	38	  
			
	 SECTION 6.2.
	  	Certain Rights of the Trustee	  	 	40	  
			
	 SECTION 6.3.
	  	Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof	  	 	42	  
			
	 SECTION 6.4.
	  	Trustee and Agents May Hold Securities; Collections, etc	  	 	43	  
			
	 SECTION 6.5.
	  	Moneys Held by Trustee	  	 	43	  
			
	 SECTION 6.6.
	  	Compensation and Indemnification of Trustee and Its Prior Claim	  	 	43	  
			
	 SECTION 6.7.
	  	Right of Trustee to Rely on Officers’ Certificate, etc	  	 	44	  
			
	 SECTION 6.8.
	  	Qualification of Trustee	  	 	44	  
			
	 SECTION 6.9.
	  	Persons Eligible for Appointment as Trustee	  	 	45	  
			
	 SECTION 6.10.
	  	Resignation and Removal; Appointment of Successor Trustee	  	 	45	  
			
	 SECTION 6.11.
	  	Acceptance of Appointment by Successor Trustee	  	 	47	  
			
	 SECTION 6.12.
	  	Merger, Conversion, Consolidation or Succession to Business of Trustee	  	 	48	  
			
	 SECTION 6.13.
	  	Preferential Collection of Claims Against the Issuer	  	 	49	  
		
	 ARTICLE 7     CONCERNING THE SECURITYHOLDERS
	  	 	49	  
			
	 SECTION 7.1.
	  	Evidence of Action Taken by Securityholders	  	 	49	  
			
	 SECTION 7.2.
	  	Proof of Execution of Instruments and of Holding of Securities	  	 	50	  
			
	 SECTION 7.3.
	  	Holders to be Treated as Owners	  	 	50	  
			
	 SECTION 7.4.
	  	Securities Owned by Issuer Deemed Not Outstanding	  	 	50	  
			
	 SECTION 7.5.
	  	Right of Revocation of Action Taken	  	 	51	  
		
	 ARTICLE 8     SUPPLEMENTAL INDENTURES
	  	 	52	  
			
	 SECTION 8.1.
	  	Supplemental Indentures Without Consent of Securityholders	  	 	52	  


  
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	 SECTION 8.2.
	  	Supplemental Indentures With Consent of Securityholders	  	 	54	  
			
	 SECTION 8.3.
	  	Effect of Supplemental Indenture	  	 	56	  
			
	 SECTION 8.4.
	  	Documents to Be Given to Trustee	  	 	56	  
			
	 SECTION 8.5.
	  	Notation on Securities in Respect of Supplemental Indentures	  	 	56	  
		
	 ARTICLE 9     CONSOLIDATION, MERGER, SALE OR CONVEYANCE
	  	 	57	  
			
	 SECTION 9.1.
	  	Issuer May Consolidate, etc., on Certain Terms	  	 	57	  
			
	 SECTION 9.2.
	  	Successor Issuer Substituted	  	 	57	  
			
	 SECTION 9.3.
	  	Opinion of Counsel to Trustee	  	 	58	  
		
	 ARTICLE 10     SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS
	  	 	58	  
			
	 SECTION 10.1.
	  	Satisfaction and Discharge of Indenture	  	 	58	  
			
	 SECTION 10.2.
	  	Application of Trust Money	  	 	59	  
			
	 SECTION 10.3.
	  	Defeasance Upon Deposit of Funds or Government Obligations	  	 	60	  
			
	 SECTION 10.4.
	  	Repayment of Moneys Held by Paying Agent	  	 	62	  
			
	 SECTION 10.5.
	  	Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years	  	 	62	  
			
	 SECTION 10.6.
	  	Reinstatement	  	 	62	  
		
	 ARTICLE 11     MISCELLANEOUS PROVISIONS
	  	 	63	  
			
	 SECTION 11.1.
	  	Incorporators, Stockholders, Officers and Directors of Issuer Exempt from Individual Liability	  	 	63	  
			
	 SECTION 11.2.
	  	Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities	  	 	63	  
			
	 SECTION 11.3.
	  	Successors and Assigns of Issuer Bound by Indenture	  	 	63	  


  
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	 SECTION 11.4.
	  	Notices and Demands on Issuer, Trustee and Holders of Securities	  	 	64	  
			
	 SECTION 11.5.
	  	Officers’ Certificates and Opinions of Counsel; Statements to Be Contained Therein	  	 	64	  
			
	 SECTION 11.6.
	  	Payments Due on Saturdays, Sundays and Holidays	  	 	65	  
			
	 SECTION 11.7.
	  	Conflict of Any Provision of Indenture with Trust Indenture Act of 1939	  	 	66	  
			
	 SECTION 11.8.
	  	New York Law to Govern	  	 	66	  
			
	 SECTION 11.9.
	  	Counterparts	  	 	66	  
			
	 SECTION 11.10.
	  	Effect of Headings	  	 	66	  
			
	 SECTION 11.11.
	  	Securities in a Foreign Currency	  	 	66	  
			
	 SECTION 11.12.
	  	Judgment Currency	  	 	67	  
			
	 SECTION 11.13.
	  	Facsimile and PDF Delivery of Signature Pages	  	 	68	  
			
	 SECTION 11.14.
	  	USA Patriot Act	  	 	68	  
			
	 SECTION 11.15.
	  	Force Majeure	  	 	68	  
		
	 ARTICLE 12     REDEMPTION OF SECURITIES AND SINKING FUNDS
	  	 	69	  
			
	 SECTION 12.1.
	  	Applicability of Article	  	 	69	  
			
	 SECTION 12.2.
	  	Notice of Full and Partial Redemption; Partial Redemptions	  	 	69	  
			
	 SECTION 12.3.
	  	Payment of Securities Called for Redemption	  	 	71	  
			
	 SECTION 12.4.
	  	Exclusion of Certain Securities from Eligibility for Selection for Redemption	  	 	71	  
			
	 SECTION 12.5.
	  	Mandatory and Optional Sinking Funds	  	 	72	  
		
	 ARTICLE 13     SUBORDINATION
	  	 	75	  
			
	 SECTION 13.1.
	  	Agreement to Subordinate	  	 	75	  
			
	 SECTION 13.2.
	  	Distribution on Dissolution, Liquidation and Reorganization	  	 	75	  


  
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	 SECTION 13.3.
	  	No Payment on Securities in Event of Default on Senior Indebtedness	  	 	77	  
			
	 SECTION 13.4.
	  	Payments on Securities Permitted	  	 	78	  
			
	 SECTION 13.5.
	  	Trustee to Effectuate Subordination	  	 	78	  
			
	 SECTION 13.6.
	  	Notices to Trustee	  	 	78	  
			
	 SECTION 13.7.
	  	Trustee as Holder of Senior Indebtedness	  	 	79	  
			
	 SECTION 13.8.
	  	Modification of Terms of Senior Indebtedness	  	 	79	  
			
	 SECTION 13.9.
	  	Reliance on Judicial Order or Certificate of Liquidation Agent	  	 	80	  
			
	 SECTION 13.10.
	  	Subordination Rights Not Impaired by Acts or Omissions of the Issuer or Holders of Senior Indebtedness	  	 	80	  
			
	 SECTION 13.11.
	  	Trustee Not Fiduciary for Holders of Senior Indebtedness	  	 	81	  
			
	 SECTION 13.12.
	  	Defeasance	  	 	81	  
			
	 SECTION 13.13.
	  	Applicability of Article	  	 	81	  


  
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 THIS INDENTURE, dated as of June 1, 2012 between UNISYS CORPORATION, a Delaware
corporation (the “Issuer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, but solely as Trustee (the “Trustee”). 

W I T N E S S E T H: 
 WHEREAS, the Issuer has duly authorized the issue from time to time of its senior subordinated and subordinated debentures, notes or other evidences of indebtedness to be issued in one or more series (the
“Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture and, to provide, among other things, for the authentication, delivery and administration thereof,
the Issuer has duly authorized the execution and delivery of this Indenture; and 
 WHEREAS, all things necessary to make this
Indenture a valid indenture and agreement according to its terms have been done. 
 NOW, THEREFORE: 

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

ARTICLE 1 

DEFINITIONS 
 SECTION 1.1. Certain Terms Defined. The following terms (except as otherwise expressly provided or unless the context otherwise clearly requires) for all purposes of this Indenture and of any
indenture supplemental hereto shall have the respective meanings specified in this Section. All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939 or the definitions of which in the Securities Act of 1933 are
referred to in the Trust Indenture Act of 1939, including terms defined therein by reference to the Securities Act of 1933 (except as herein otherwise expressly provided or unless the context otherwise clearly requires), shall have the meanings
assigned to such terms in said Trust Indenture Act and in said Securities Act 







 
as in force at the date of this Indenture. All accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted
accounting principles, and the term “generally accepted accounting principles” means such accounting principles as are generally accepted at the time of any computation. The words “herein”, “hereof”
and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article have the meanings assigned to them in this
Article and include the plural as well as the singular. 
 “Board of Directors” means either the Board of
Directors of the Issuer or any committee of such Board duly authorized to act on its behalf. 
 “Board
Resolution” means a copy of one or more resolutions, certified by the secretary or an assistant secretary of the Issuer to have been duly adopted by the Board of Directors and to be in full force and effect, and delivered to the Trustee.

 “Business Day” means, with respect to any Security, a day that is not a day on which banking institutions
are authorized or required by law or regulation to be closed (a) in the City of New York or (b) if the currency in which the Security is denominated is other than Dollars, the financial center of the country issuing the currency in which
the Security is denominated (which, in the case of the Euro, shall be Brussels, Belgium). 
 “Code” means the
Internal Revenue Code of 1986, as amended from time to time. 
 “Commission” means the Securities and Exchange
Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, or if at any time after the execution and delivery of this Indenture such Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act of 1939, then the body performing such duties on such date. 
 “Corporate
Trust Office” means the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular time, be principally administered, which office of Wells Fargo Bank, National Association at the date of the
execution of this Indenture is located at 45 Broadway,
14th Floor, New York, NY 10006. 

  
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 “Depositary” means, with respect to the Securities of any series issuable
or issued in the form of one or more Global Securities, the Person designated as Depositary by the Issuer pursuant to Section 2.3 until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and
thereafter “Depositary” shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used with respect to the Securities of any such series shall
mean the Depositary with respect to the Global Securities of that series. 
 “Dollar” means the coin or
currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. 

“Euro” means the official currency of the member states of the European Union. 

“Event of Default” shall have the meaning set forth in Section 5.1. 

“Foreign Currency” means a currency issued by the government of a country other than the United States and includes the
Euro. 
 “Global Security” means a Security evidencing all or a part of a series of Securities, issued to the
Depositary for such series in accordance with Section 2.4, and bearing the legend prescribed in Section 2.4. 

“Holder”, “holder of Securities”, “Securityholder” or other similar terms mean the
person in whose name such Security is registered in the security register kept by or on behalf of the Issuer for that purpose in accordance with the terms hereof. 
 “Indenture” means this instrument as originally executed and delivered or, if amended or supplemented as herein provided, as so amended or supplemented or both, and shall include the
forms and terms of particular series of Securities established as contemplated hereunder. 
 “Interest” means,
when used with respect to non-interest bearing Securities, interest payable after maturity. 

  
 3 








 “Issuer” means (except as otherwise provided in Article Six) Unisys
Corporation and, subject to Article Nine, its successors and assigns. 
 “Issuer Order” means a written
statement, request or order of the Issuer signed in its name by the chairman of the Board of Directors, any vice chairman of the Board of Directors, the chief executive officer, the president, any vice president or the treasurer of the Issuer.

 “Officers’ Certificate” means a certificate signed by two officers of the Issuer, one of whom must be
the chief financial officer of the Issuer, and delivered to the Trustee. Each such certificate shall include the statements provided for in Section 11.5. 
 “Opinion of Counsel” means an opinion in writing signed by the general corporate counsel or such other legal counsel who may be an employee of or counsel to the Issuer. Each such
opinion shall include the statements provided for in Section 11.5, if and to the extent required thereby. 

“Original Issue Date” of any Security (or portion thereof) means the earlier of (a) the date of such Security or
(b) the date of any Security (or portion thereof) for which such Security was issued (directly or indirectly) on registration of transfer, exchange or substitution. 
 “Original Issue Discount Security” means any Security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the
maturity thereof pursuant to Section 5.1. 
 “Outstanding” (except as otherwise provided in
Section 6.8), when used with reference to Securities, shall, subject to the provisions of Section 7.4, mean, as of any particular time, all Securities authenticated and delivered by the Trustee under this Indenture, except 

(a) Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation; 

(b) Securities, or portions thereof, for the payment or redemption of which moneys or government obligations (as provided
for in Section 10.3) in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Issuer) or shall have been set aside, segregated and held in trust by


  
 4 








 
the Issuer for the holders of such Securities (if the Issuer shall act as its own paying agent), provided that if such Securities, or portions thereof, are to be redeemed prior to the
maturity thereof, notice of such redemption shall have been given as herein provided, or provision satisfactory to the Trustee shall have been made for giving such notice; and 

(c) Securities in substitution for which other Securities shall have been authenticated and delivered, or which shall have
been paid, pursuant to the terms of Section 2.9 (except with respect to any such Security as to which proof satisfactory to the Trustee and the Issuer is presented that such Security is held by a person in whose hands such Security is a legal,
valid and binding obligation of the Issuer). 
 In determining whether the Holders of the requisite principal amount of
Outstanding Securities of any or all series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding for such
purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 5.1. 

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

“principal”, whenever used with reference to the Securities or any Security or any portion thereof, shall be deemed to
include “and premium, if any”. 
 “Responsible Officer” when used with respect to the Trustee means
any officer within the Corporate Trust Department (or any successor group of the Trustee) with direct responsibility for the administration of this Indenture and also, with respect to a particular matter, any other officer to whom such matter is
referred because of such officer’s knowledge and familiarity with the particular subject. 
 “Security” or
“Securities” (except as otherwise provided in Section 6.8) has the meaning stated in the first recital of this Indenture, or, as the case may be, Securities that have been authenticated and delivered under this Indenture.


  
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 “Senior Indebtedness” means the principal of (and premium, if any) and
unpaid interest and all other amounts owed and obligations in respect of (a) indebtedness of the Issuer, whether outstanding on the date of this Indenture or thereafter created, incurred, assumed or guaranteed, for money borrowed or owed (other
than the indebtedness evidenced by Securities of any series) and (b) renewals, extensions, modifications and refundings of any such indebtedness, except (x) the Securities, (y) indebtedness or other obligations that by its terms is
equal with or subordinate in right of payment to the Securities and (z) any indebtedness or other obligation which is equal with or subordinate in right of payment to the Securities. 

“Trustee” means the Person identified as “Trustee” in the first paragraph hereof and, subject to the
provisions of Article Six, shall also include any successor trustee. 
 “Trust Indenture Act of 1939” means the
Trust Indenture Act of 1939, as amended, as in force at the date as of which this Indenture was originally executed; provided, however, that if the Trust Indenture Act of 1939 is amended, then Trust Indenture Act of 1939 shall mean the Trust
Indenture Act of 1939 as so amended. 
 “vice president”, when used with respect to the Issuer or the Trustee,
means any vice president, whether or not designated by a number or a word or words added before or after the title of “vice president”. 
 “Yield to Maturity” means the yield to maturity on a series of securities, calculated at the time of issuance of such series, or, if applicable, at the most recent redetermination of
interest on such series, and calculated in accordance with accepted financial practice. 

  
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 ARTICLE 2 
 SECURITIES 
 SECTION 2.1. Forms Generally. The Securities of each
series shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set
forth in such Board Resolution, an Officers’ Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any
rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities as evidenced by their execution of the Securities. 

The definitive Securities may be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all
as determined by the officers executing such Securities as evidenced by their execution of such Securities. 
 SECTION 2.2.
Form of Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication on all Securities shall be in substantially the following form: 
 This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. 
  

					
	 Dated:
	 	WELLS FARGO BANK,
		 	NATIONAL ASSOCIATION,
		 	as Trustee
			
		 	By:	 	  

		 		 	Authorized Signatory

 SECTION 2.3. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities
that may be authenticated and delivered under this Indenture is unlimited. 

  
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 The Securities may be issued in one or more series. There shall be established in or
pursuant to one or more Board Resolutions of the Board of Directors and set forth in a Board Resolution, or to the extent established pursuant to (rather than set forth in) such Board Resolution in an Officers’ Certificate detailing such
establishment, and/or established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, 
 (1) the designation of the Securities of the series (which may be part of a series of Securities previously issued); 

(2) any limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered
under this Indenture (except for Securities authenticated and delivered upon registration and transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 2.8, 2.9, 2.11 or 12.3); 

(3) any date on which the principal of, and premium, if any, on the Securities of the series is payable; 

(4) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such
interest shall accrue, on which such interest shall be payable and on which a record shall be taken for the determination of Holders to whom interest is payable and/or the method by which such rate or rates or date or dates shall be determined and
the basis on which interest shall be calculated if other than a 360-day year consisting of twelve 30-day months; 

(5) the place or places where the principal of, and premium, if any, or any interest on Securities of the series shall be
payable (if other than as provided in Section 3.2); 
 (6) the price or prices at which, the period or
periods within which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwise; 

(7) whether the debt securities of the series will rank as senior subordinated securities or subordinated securities or
any combination thereof and the terms of such subordination; 

  
 8 








 (8) the obligation, if any, of the Issuer to redeem, purchase or repay
Securities of the series pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period or periods within which and any terms and conditions upon which
Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation; 
 (9) if other than denominations of $2,000 and any multiple of $1,000 in excess thereof, the denominations in which Securities of the series shall be issuable; 

(10) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which
shall be payable upon declaration of acceleration of the maturity thereof; 
 (11) the currency or currencies or
currency unit or currency units in which the Securities of that series are denominated (including but not limited to Dollars, any Foreign Currency or Euros) and the aggregate principal amount of the series which may be authenticated and delivered
under this Indenture (except for Securities authenticated and delivered upon registration and transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to this Indenture); 

(12) if other than the currency or currencies or currency unit or currency units in which the Securities of that series
are denominated, the currency or currencies or currency unit or currency units in which payment of the principal of, premium, if any, or interest on the Securities of such series shall or may be payable; 

(13) if the principal of, premium, if any, or interest on the Securities of such series are to be payable, at the election
of the Issuer or a holder thereof, in a currency or currencies or currency unit or currency units other than that in which the Securities are denominated, the period or periods within which, and the terms and conditions upon which, such election may
be made; 
 (14) if the amount of payments of principal of, premium, if any, and interest on the Securities of
the series may be determined with reference to an index based on a currency or currencies or currency 

  
 9 








 unit or currency units other than that in which the Securities of the series are
denominated, the manner in which such amount shall be determined; 
 (15) whether the Securities of the series
are to be convertible or exchangeable for other securities of the Issuer or any other Person and the terms and conditions thereof; 
 (16) whether any of the Securities of the series will be issuable as Global Securities; 
 (17) any addition to, deletion from or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities
to declare the principal amount thereof due and payable pursuant to Section 5.1; 
 (18) any addition to,
deletion from or change in the covenants set forth in Article 3 and Article 9 which applies to the Securities of the series; 
 (19) any trustees, depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Securities of such series; 

(20) whether the Securities of the series will be guaranteed by any Person or Persons and, if so, the identity of such
Person or Persons, the terms and conditions upon which such Securities shall be guaranteed and, if applicable, the terms and conditions upon which such guarantees may be subordinated to other indebtedness of the respective guarantors; 

(21) whether the Securities of the series or guarantees will be secured by any collateral and, if so, the terms and
conditions upon which such Securities or guarantees shall be secured and, if applicable, upon which such liens may be subordinated to other liens securing other indebtedness of the Issuer or any guarantor; 

(22) any listing of the Securities on any securities exchange; and 

  
 10 









 (23) any other terms of the series (which terms shall not be inconsistent
with the provisions of this Indenture). 
 SECTION 2.4. Authentication and Delivery of Securities. The Issuer may deliver
Securities of any series executed by the Issuer to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the order
of the Issuer (contained in the Issuer Order referred to below in this Section), or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. In authenticating such
Securities and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall receive, and (subject to Section 6.1) shall be fully protected in conclusively relying upon: 

(1) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities are not to be
delivered to the Issuer; 
 (2) any Board Resolution, Officers’ Certificate and/or executed supplemental
indenture referred to in Sections 2.1 and 2.3 by or pursuant to which the forms and terms of the Securities were established; 
 (3) an Officers’ Certificate setting forth the form and terms of the Securities stating that the form and terms of the Securities have been established pursuant to Sections 2.1 and 2.3 and comply
with this Indenture, and covering such other matters as the Trustee may reasonably request; and 
 (4) an Opinion
of Counsel to the effect that: 
 (a) the form or forms and terms of such Securities have been established
pursuant to Sections 2.1 and 2.3 and comply with this Indenture, and 
 (b) such Securities when authenticated
and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the


  
 11 









 
Issuer, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting
creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. 
 The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by
the Issuer or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. 
 If the Issuer shall establish pursuant to Section 2.3 that the Securities of a series are to be issued in the form of one or more Global Securities, then the Issuer shall execute and the Trustee
shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal
amount of all of the Securities of such series issued and not yet canceled, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the
Trustee to such Depositary or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered
form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.” 
 Each Depositary designated pursuant to Section 2.3
must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation. 

SECTION 2.5. Execution of Securities. The Securities shall be signed on behalf of the Issuer by the chairman of its Board of
Directors, any vice chairman of its Board of Directors, its chief executive officer, its president, any vice president or its treasurer. Such signature may be the manual or 

  
 12 









 
facsimile signature of the present or any future such officers. The seal of the Issuer may be (but need not be) impressed, affixed, imprinted or otherwise reproduced on the Securities and may be
a facsimile thereof. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the
Trustee. 
 In case any officer of the Issuer who shall have signed any of the Securities shall cease to be such officer before
the Security so signed shall be authenticated and delivered by the Trustee or disposed of by the Issuer, such Security nevertheless may be authenticated and delivered or disposed of as though the person who signed such Security had not ceased to be
such officer of the Issuer; and any Security may be signed on behalf of the Issuer by such persons as, at the actual date of the execution of such Security, shall be the proper officers of the Issuer, although at the date of the execution and
delivery of this Indenture any such person was not such an officer. 
 SECTION 2.6. Certificate of Authentication. Only
such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, executed by the Trustee by the manual signature of one of its authorized signatories, shall be entitled to the benefits of this
Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Issuer shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and
that the holder is entitled to the benefits of this Indenture. 
 SECTION 2.7. Denomination and Date of Securities; Payments
of Interest. The Securities of each series shall be issuable as registered securities without coupons and in denominations established as contemplated by Section 2.3 or, if not so established, in denominations of $2,000 and any integral
multiple of $1,000 in excess thereof. The Securities of each series shall be numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as the officers of the Issuer executing the same may determine with the
approval of the Trustee as evidenced by the execution and authentication thereof. 
 Each Security shall be dated the date of
its authentication. The Securities of each series shall bear interest, if any, from the date, and such interest shall be payable on the dates, established as contemplated by Section 2.3. 

  
 13 









 The person in whose name any Security of any series is registered at the close of business
on any record date applicable to a particular series with respect to any interest payment date for such series shall be entitled to receive the interest, if any, payable on such interest payment date notwithstanding any registration of transfer or
exchange of such Security subsequent to the record date and prior to such interest payment date, except if and to the extent the Issuer shall default in the payment of the interest due on such interest payment date for such series, in which case
such defaulted interest shall be paid to the persons in whose names Outstanding Securities for such series are registered at the close of business on a subsequent record date (which shall be not less than five Business Days prior to the date of
payment of such defaulted interest) established by notice given by mail by or on behalf of the Issuer to the holders of Securities not less than 15 days preceding such subsequent record date. The term “record date” as used with respect to
any interest payment date (except a date for payment of defaulted interest) for the Securities of any series shall mean the date specified as such in the terms of the Securities of such series established as contemplated by Section 2.3.

 SECTION 2.8. Registration, Transfer and Exchange. The Issuer will keep or cause to be kept at each office or agency to
be maintained for the purpose as provided in Section 3.2 for each series of Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will provide for the registration of Securities of such
series and the registration of transfer of Securities of such series. Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times
during normal business hours such register or registers shall be open for inspection by the Trustee. 
 Upon due presentation
for registration of transfer of any Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.2, the Issuer shall execute and the Trustee shall authenticate and deliver in the name of the
transferee or transferees a new Security or Securities of the same series, maturity date, interest rate and Original Issue Date in authorized denominations for a like aggregate principal amount. 

  
 14 









 At the option of the Holder thereof, Securities of any series (except a Global Security) may
be exchanged for a Security or Securities of such series, maturity date, interest rate and Original Issue Date of other authorized denominations and of a like aggregate principal amount, upon surrender of such Securities to be exchanged at the
agency of the Issuer which shall be maintained for such purpose in accordance with Section 3.2 and upon payment, if the Issuer shall so require, of the charges hereinafter provided. Whenever any Securities are so surrendered for exchange, the
Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities surrendered upon any exchange or registration of transfer provided for in this Indenture
shall be promptly canceled and destroyed by the Trustee in accordance with its normal procedures. 
 All Securities presented
for registration of transfer, exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the holder or his
attorney duly authorized in writing. 
 The Issuer or the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities. No service charge shall be made for any such transaction. 

The Issuer shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days next
preceding the first mailing of notice of redemption of Securities of such series to be redeemed or (b) any Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Security to be redeemed in
part, the portion thereof not so to be redeemed. 
 Notwithstanding any other provision of this Section 2.8, unless and
until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a
nominee of such Depositary or by a nominee of such Depositary to such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. 

  
 15 









 If at any time the Depositary for any Securities of a series represented by one or more
Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a
successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s
election pursuant to Section 2.3 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery
of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the
Global Security or Securities representing such Securities in exchange for such Global Security or Securities. 
 The Issuer may
at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Issuer will execute, and the
Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an
aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. 
 If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange
in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without
service charge, 
 (i) to the Person specified by such Depositary a new Security or Securities of the same
series, of any authorized denominations as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security; and 

  
 16 









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

Upon the exchange of a Global Security for Securities in definitive registered form, in authorized denominations, such Global Security
shall be canceled by the Trustee. Securities in definitive registered form issued in exchange for a Global Security pursuant to this Section 2.8 shall be registered in such names and in such authorized denominations as the Depositary for such
Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Trustee shall deliver such Securities to or as directed by the Persons in whose names such Securities are so
registered. 
 All Securities issued upon any registration of transfer or exchange of Securities shall be valid obligations of
the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. 
 SECTION 2.9. Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In case any temporary or definitive Security shall become mutilated, defaced or be destroyed, lost or stolen, the Issuer in
its discretion may execute, and upon receipt of an Issuer Order, the Trustee shall authenticate and deliver, a new Security of the same series, maturity date, interest rate and Original Issue Date, bearing a number or other distinguishing symbol not
contemporaneously outstanding, in exchange and substitution for the mutilated or defaced Security, or in lieu of and substitution for the Security so destroyed, lost or stolen. In every case the applicant for a substitute Security shall furnish to
the Issuer and to the Trustee and any agent of the Issuer or the Trustee such security or indemnity as may be required by them to indemnify and defend and to save each of them harmless and, in every case of destruction, loss or theft, evidence to
their satisfaction of the destruction, loss or theft of such Security and of the ownership thereof. 
 Upon the issuance of any
substitute Security, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental 

  
 17 









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

 SECTION 2.10. Cancellation of Securities; Destruction Thereof. All Securities surrendered for payment, redemption,
registration of transfer or exchange, or for credit against any payment in respect of a sinking or analogous fund, if surrendered to the Issuer or any agent of the Issuer or the Trustee, shall be delivered to the Trustee for cancellation or, if
surrendered to the Trustee, shall be canceled by it; and no Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee shall dispose of canceled Securities held by it in
accordance with its normal procedures. If the Issuer shall acquire any of the Securities, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered
to the Trustee for cancellation. 

  
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 SECTION 2.11. Temporary Securities. Pending the preparation of definitive Securities
for any series, the Issuer may execute and the Trustee shall authenticate and deliver temporary Securities for such series (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Trustee). Temporary
Securities of any series shall be issuable as Securities, of any authorized denomination, and substantially in the form of the definitive Securities of such series but with such omissions, insertions and variations as may be appropriate for
temporary Securities of such series, all as may be determined by the Issuer as evidenced by the execution and authentication thereof. Temporary Securities may contain such reference to any provisions of this Indenture as may be appropriate. Every
temporary Security shall be executed by the Issuer and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Securities. Without unreasonable delay the Issuer shall
execute and shall furnish definitive Securities of such series and thereupon temporary Securities of such series may be surrendered in exchange therefor without charge at each office or agency to be maintained by the Issuer for that purpose pursuant
to Section 3.2, and the Trustee shall authenticate and deliver in exchange for such temporary Securities of such series a like aggregate principal amount of definitive Securities of the same series of authorized denominations. Until so
exchanged, the temporary Securities of any series shall be entitled to the same benefits under this Indenture as definitive Securities of such series, unless otherwise established pursuant to Section 2.3. 

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

  
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 ARTICLE 3  
 COVENANTS OF THE ISSUER 
 SECTION 3.1. Payment of Principal and
Interest. The Issuer covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay or cause to be paid the principal of, and interest on, each of the Securities of such series (together with any
additional amounts payable pursuant to the terms of such Securities) at the place or places, at the respective times and in the manner provided in such Securities and in this Indenture. The interest on Securities (together with any additional
amounts payable pursuant to the terms of such Securities) shall be payable only to or upon the written order of the Holders thereof and at the option of the Issuer may be paid (i) by mailing checks to or upon the written order of such Holders
at their last addresses as they appear on the registry books of the Issuer or (ii) by wire transfer to bank accounts maintained by such Holders. 
 Notwithstanding any provisions of this Indenture and the Securities of any series to the contrary, if the Issuer and a Holder of any Security so agree or if expressly provided pursuant to
Section 2.3, payments of interest on, and any portion of the principal of, such Holder’s Security (other than interest payable at maturity or on any redemption or repayment date or the final payment of principal on such Security) shall be
made by the Paying Agent, upon receipt from the Issuer of the immediately available funds by 10:00 a.m., New York City time (or such other time as may be agreed to between the Issuer and the Paying Agent), directly to the Holder of such Security (by
Federal funds wire transfer or otherwise) if the Holder has delivered written instructions to the Trustee 15 days prior to such payment date requesting that such payment will be so made and designating the bank account to which such payments shall
be so made and in the case of payments of principal surrenders the same to the Trustee in exchange for a Security or Securities aggregating the same principal amount as the unredeemed principal amount of the Securities surrendered. The Trustee shall
be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 3.1 unless a new instruction is delivered 15 days 

  
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prior to a payment date. The Issuer will indemnify and hold each of the Trustee and any Paying Agent harmless against any loss, liability or expense (including attorneys’ fees and expenses)
resulting from any act or omission to act on the part of the Issuer or any such Holder in connection with any such agreement or from making any payment in accordance with any such agreement. 

SECTION 3.2. Offices for Payments, etc. The Issuer will maintain or cause to be maintained an agency where the Securities of each
series may be presented for payment, an agency where the Securities of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.3, an agency where the Securities of each series may be
presented for registration of transfer as in this Indenture provided. 
 The Issuer will maintain or cause to be maintained an
agency where notices and demands to or upon the Issuer in respect of the Securities of any series or this Indenture may be served. The Issuer will give to the Trustee written notice of the location of each such agency and of any change of location
thereof. 
 In case the Issuer shall fail to maintain any such agency, or shall fail to give such notice of the location or of
any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office of the Trustee. 
 The Issuer may from time to time designate one or more agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided
in this Indenture and pursuant to Section 2.3 and where the Securities of that series may be presented for registration of transfer as in this Indenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer
may deem desirable or expedient. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof. 
 SECTION 3.3. Appointment to Fill a Vacancy in Office of Trustee. The Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in
Section 6.10, a Trustee, so that there shall at all times be a Trustee with respect to each series of Securities hereunder. 

  
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 SECTION 3.4. Paying Agents. Whenever the Issuer shall appoint a paying agent other
than the Trustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section,

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

 (b) that it will give the Trustee written notice of any failure by the Issuer (or by any other obligor on the
Securities of such series) to make any payment of the principal of or interest, if any, on the Securities of such series when the same shall be due and payable. 
 The Issuer will, on or prior to 10:00 a.m. on each due date of the principal of or interest on the Securities of such series, deposit with the paying agent a sum sufficient to pay such principal or
interest so becoming due, and (unless such paying agent is the Trustee) the Issuer will promptly notify the Trustee in writing of any failure to take such action. 
 If the Issuer shall act as its own paying agent with respect to the Securities of any Series, it will, on or before each due date of the principal of or interest on the Securities of such series, set
aside, segregate and hold in trust for the benefit of the Holders of the Securities of such series a sum sufficient to pay such principal or interest so becoming due. The Issuer will promptly notify the Trustee in writing of any failure to take such
action. 
 Anything in this Section to the contrary notwithstanding, the Issuer may at any time, for the purpose of obtaining a
satisfaction and discharge with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the Issuer or any paying agent hereunder, as
required by this Section, such sums to be held by the Trustee upon the trusts herein contained. 

  
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 Anything in this Section to the contrary notwithstanding, the agreement to hold sums in
trust as provided in this Section is subject to the provisions of Sections 10.4 and 10.5. 
 SECTION 3.5. Written Statement
to Trustee. The Issuer will deliver to the Trustee, within 120 days after the end of each fiscal year, commencing with the fiscal year in which the Securities are first issued, a written statement, signed by two of its officers (which need not
comply with Section 11.5), one of whom shall be the principal executive officer, principal accounting officer or principal financial officer of the Issuer, stating that in the course of the performance of their duties as officers of the Issuer
they would normally have knowledge of any default by the Issuer 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. 
 SECTION 3.6. Calculation of
Original Issue Discount. The Issuer shall file with the Trustee promptly at the end of each calendar year (i) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on
Outstanding Securities as of the end of such year and (ii) such other specific information relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time. 

ARTICLE 4 

SECURITYHOLDERS’ LISTS AND REPORTS BY THE 
 ISSUER AND THE TRUSTEE 
 SECTION 4.1. Issuer to Furnish Trustee
Information as to Names and Addresses of Securityholders. The Issuer covenants and agrees that it will furnish or cause to be furnished to the Trustee a list in such form as the Trustee may reasonably require of the names and addresses of the
holders of the Securities of each series: 
 (a) semiannually and not more than 15 days after each record date
for the payment of interest on such Securities, as hereinabove specified, as of such record date and on dates to be determined pursuant to Section 2.3 for non-interest bearing securities in each year, and 

  
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 (b) at such other times as the Trustee may request in writing, within 30
days after receipt by the Issuer of any such request as of a date not more than 15 days prior to the time such information is furnished, 

provided that if and so long as the Trustee shall be the Security registrar for such series, such list shall not be required to be furnished.

 SECTION 4.2. Preservation and Disclosure of Securityholders’ Lists. (a) The Trustee shall preserve, in as
current a form as is reasonably practicable, all information as to the names and addresses of the holders of each series of Securities (i) contained in the most recent list furnished to it as provided in Section 4.1 or (ii) received
by it in the capacity of Security registrar for such series, if so acting. The Trustee may destroy any list furnished to it as provided in Section 4.1 upon receipt of a new list so furnished. 

(b) In case three or more holders of Securities (hereinafter referred to as “applicants”) apply in writing to the Trustee and
furnish to the Trustee reasonable proof that each such applicant has owned a Security for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other
holders of Securities of a particular series (in which case the applicants must all hold Securities of such series) or with Holders of all Securities with respect to their rights under this Indenture or under such Securities and such application is
accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Trustee shall, within five business days after the receipt of such application, at its election, either 

(i) afford to such applicants access to the information preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section, or 

  
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 (ii) inform such applicants as to the approximate number of holders of
Securities of such series or all Securities, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee, in accordance with the provisions of subsection (a) of this Section, and as to the
approximate cost of mailing to such Securityholders the form of proxy or other communication, if any, specified in such application. 
 If the Trustee shall elect not to afford to such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to each Securityholder of such series or all
Securities, as the case may be, whose name and address appears in the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section a copy of the form of proxy or other communication which
is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application. 
 (c) Each and every holder of Securities, by receiving and
holding the same, agrees with the Issuer and the Trustee that neither the Issuer nor the Trustee nor any agent of the Issuer or the Trustee 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 the provisions of Section 4.1 or this Section, 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 subsection (b) of this Section. 
 SECTION 4.3. Reports by the Issuer. The
Issuer covenants to file with the Trustee and the Commission, and transmit to Holders of Securities, such information, documents and reports and such summaries thereof as may be required by the Trust Indenture Act of 1939 at the times and in the
manner provided pursuant to such Act; provided that any such information, documents or reports which the Issuer may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
shall be filed with the Trustee within 15 days after the same are required to be filed with the Commission. 

  
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 SECTION 4.4. Reports by the Trustee. (a) Within 60 days
after each May 15th of each year commencing with the
first May 15th after the first issuance of Securities pursuant to this Indenture, the Trustee shall transmit to the Securityholders of each series a brief report dated as of such reporting date that complies with Section 313(a) of the
Trust Indenture Act of 1939, if such a report is required pursuant to Section 313(a) of the Trust Indenture Act of 1939. The Trustee also shall comply with Section 313(b) of the Trust Indenture Act of 1939. The Trustee shall also transmit
all reports as required by Section 313(c) of the Trust Indenture Act of 1939. 
 (b) A copy of each such report shall, at
the time of such transmission to Securityholders, be furnished to the Issuer and be filed by the Trustee with each stock exchange upon which the Securities of any applicable series are listed and also with the Commission. The Issuer agrees to notify
the Trustee in writing with respect to any series when and as the Securities of such series become admitted to trading on any national securities exchange or of any delisting thereof. 

ARTICLE 5 

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS 
 ON EVENT OF DEFAULT 
 SECTION 5.1. Event of Default Defined;
Acceleration of Maturity; Waiver of Default. “Event of Default” with respect to Securities of any series wherever used herein, means each one of the following events which shall have occurred and be continuing (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

 (a) default in the payment of any installment of interest upon any of the Securities of such series as and
when the same shall become due and payable, and continuance of such default for a period of 30 days (whether or not prohibited by the subordination provisions of this Indenture); 

  
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 (b) default in the payment of all or any part of the principal of, or
premium (if any) on, any of the Securities of such series as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise (whether or not prohibited by the subordination provisions of this
Indenture); 
 (c) default in the payment of any sinking fund installment as and when the same shall become due
and payable by the terms of the Securities of such series; 
 (d) default in the performance, or breach, of any
covenant or warranty of the Issuer in respect of the Securities of such series (other than a covenant or warranty in respect of the Securities of such series a default in whose performance or whose breach is elsewhere in this Section specifically
dealt with), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in principal
amount of the Outstanding Securities of such 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; 

(e) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer in an
involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or for any
substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; 

(f) the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to 

  
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the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or for any substantial part of its property, or
make any general assignment for the benefit of creditors; or 
 (g) any other Event of Default provided in a
supplemental indenture or resolution of the Board of Directors under which such series of Securities is issued or in the form of Security for such series. 
 If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then, and in each and every such case, unless the principal of all of the Securities of
such series shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities of such series then Outstanding hereunder by notice in writing to the Issuer (and to the
Trustee if given by Securityholders), may declare the entire principal (or, if the Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all
Securities of such series and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable; provided, however, that payment of principal and interest on the
Securities of such series shall remain subordinated to the extent provided in Article 13. 
 The foregoing provisions, however,
are subject to the condition that if, at any time after the principal (or, if the Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of the Securities of any series shall have
been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall pay or shall deposit with the Trustee a sum sufficient to pay all
matured installments of interest upon all the Securities of such series and the principal of any and all Securities of such series which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that
payment of such interest is enforceable under applicable law, on overdue installments of interest, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such
series, to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the 

  
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Trustee, its agents, attorneys and counsel, and all other reasonable expenses and liabilities incurred, and all reasonable advances made, by the Trustee except as a result of negligence or bad
faith, and if any and all Events of Default under the Indenture with respect to the Securities of that series, other than the non-payment of the principal of Securities of that series which shall have become due by acceleration, shall have been
cured, waived or otherwise remedied as provided herein — then and in every such case the holders of a majority in aggregate principal amount of all the Securities of such series then Outstanding, by written notice to the Issuer and to the
Trustee, may waive all defaults with respect to such series and rescind and annul such declaration and its consequences, but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right
consequent thereon. 
 For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount
Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue
Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and
payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities. 

SECTION 5.2. Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that in case (a) default
shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) default shall be made
in the payment of all or any part of the principal of any of the Securities of any series when the same shall have become due and payable, whether upon maturity of the Securities of such series or upon any redemption or by declaration or otherwise,
then in either such case, upon demand of the Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of the Securities of such series the whole amount that then shall have become due and payable on all Securities of such series
for principal or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such 

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

In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express
trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any
such judgment or final decree against the Issuer or other obligor upon such Securities and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities, wherever situated, the moneys adjudged or
decreed to be payable. 
 In case there shall be pending proceedings relative to the Issuer or any other obligor upon the
Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar
official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to
the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: 

(a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any
series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, and to file such other papers or documents as may be
necessary or 

  
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advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and
counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Securityholders allowed in any judicial
proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor, 
 (b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization,
liquidation or other bankruptcy or insolvency proceedings or person performing similar functions in comparable proceedings, and 
 (c) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the
Trustee on their behalf; and any trustee, receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the
making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all
reasonable expenses and liabilities incurred, and all reasonable advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith and all other amounts due to the Trustee or any predecessor Trustee pursuant to
Section 6.6. 
 Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or
accept or adopt on behalf of any Securityholder any plan or reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the
claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. 

  
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 All rights of action and of asserting claims under this Indenture, or under any of the
Securities of any series, may be enforced by the Trustee without the possession of any of the Securities of such series or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of reasonable expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective
agents and attorneys, shall be for the ratable benefit of the holders of the Securities in respect of which such action was taken. 
 In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to
represent all the holders of the Securities in respect to which such action was taken, and it shall not be necessary to make any holders of such Securities parties to any such proceedings. 

SECTION 5.3. Application of Proceeds. Any moneys collected by the Trustee pursuant to this Article in respect of any series shall
be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of principal or interest, upon presentation of the several Securities in respect of which monies have been
collected and stamping (or otherwise noting) thereon the payment, or issuing Securities of such series in reduced principal amounts in exchange for the presented Securities of like series if only partially paid, or upon surrender thereof if fully
paid: 
 FIRST: To the payment of costs and expenses applicable to such series in respect of which monies have
been collected, including reasonable compensation to the Trustee and each predecessor Trustee and their respective agents and attorneys and of all reasonable expenses and liabilities incurred, and all reasonable advances made, by the Trustee and
each predecessor Trustee except as a result of negligence or bad faith, and all other amounts due to the Trustees or any predecessor Trustee pursuant to Section 6.6; 

  
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 SECOND: To holders of Senior Indebtedness of the Issuer and, if collected
from a guarantor, to holders of Senior Indebtedness of such guarantor, in each case to the extent required by, and in accordance with, Article 13. 
 THIRD: In case the principal of the Securities of such series in respect of which moneys have been collected shall not have become and be then due and payable, to the payment of interest on the Securities
of such series in default in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest at the same rate as the rate of
interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such Securities, such payments to be made ratably to the persons entitled thereto, without discrimination or preference; 

FOURTH: In case the principal of the Securities of such series in respect of which moneys have been collected shall have
become and shall be then due and payable, to the payment of the whole amount then owing and unpaid upon all the Securities of such series for principal and interest, with interest upon the overdue principal, and (to the extent that such interest has
been collected by the Trustee) upon overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series; and in case such
moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of such series, then to the payment of such principal and interest or Yield to Maturity, without preference or priority of principal over interest or
Yield to Maturity, or of interest or Yield to Maturity over principal, or of any installment of interest over any other installment of interest, or of any Security of such series over any other Security of such series, ratably to the aggregate of
such principal and accrued and unpaid interest or Yield to Maturity; and 
 FIFTH: To the payment of the
remainder, if any, to the Issuer or any other person lawfully entitled thereto. 

  
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 SECTION 5.4. Suits for Enforcement. In case an Event of Default has occurred, has not
been waived and is continuing, the Trustee may in its discretion (but shall not be obligated to) proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any of such rights, either at law in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted
in this Indenture or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. 
 SECTION
5.5. Restoration of Rights on Abandonment of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason, or shall have been
determined adversely to the Trustee, then and in every such case the Issuer and the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Issuer, the Trustee and the
Securityholders shall continue as though no such proceedings had been taken. 
 SECTION 5.6. Limitations on Suits by
Securityholders. No holder of any Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise upon or under or
with respect to this Indenture, or for the appointment of a trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of default
and of the continuance thereof, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Securities of such series then outstanding shall have made written request upon the Trustee to institute
such action or proceedings in its own name as trustee hereunder and shall have offered to the Trustee such indemnity satisfactory to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby and the Trustee
for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action or proceeding and no direction inconsistent with any such action or proceeding and no direction 

  
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inconsistent with such written request shall have been given to the Trustee pursuant to Section 5.9; it being understood and intended, and being expressly covenanted by the taker and Holder
of every Security with every other taker and Holder and the Trustee, that no one or more Holders of Securities of any series shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb
or prejudice the rights of any other such Holder of Securities, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Indenture, except in the manner herein provided and for the equal,
ratable and common benefit of all Holders of Securities of the applicable series (it being further understood that (subject to Section 6.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly
prejudicial to such Holders). For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. 

SECTION 5.7. Unconditional Right of Securityholders to Institute Certain Suits. Notwithstanding any other provision in this
Indenture and any provision of any Security, the right of any Holder of any Security to receive payment of the principal of and interest on such Security on or after the respective due dates expressed in such Security, or to institute suit for the
enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. 
 SECTION 5.8. Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default. Except as otherwise provided in Section 5.6 and with respect to the replacement or payment of mutilated,
defaced or destroyed, lost or stolen Securities in the last sentence of Section 2.9, no right or remedy herein conferred upon or reserved to the Trustee or to the holders of Securities is intended to be exclusive of any other right or remedy,
and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 

  
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 No delay or omission of the Trustee or of any holder of Securities to exercise any right or
power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein; and, subject to Section 5.6, every
power and remedy given by this Indenture or by law to the Trustee or to the holders of Securities may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the holders of Securities. 

SECTION 5.9. Control by Holders of Securities. The Holders of a majority in aggregate principal amount of the Securities of any
series at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities
of such series by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of Section 6.1) the
Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith shall determine that
the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the
interests of Holders of the Securities of any series not joining in the giving of said direction, it being understood that (subject to Section 6.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are
unduly prejudicial to such Holders. 
 Nothing in this Indenture shall impair the right of the Trustee in its discretion to take
any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders. 

SECTION 5.10. Waiver of Past Defaults. Subject to Section 5.1, prior to the declaration of the acceleration of the maturity
of the Securities of any series as provided in Section 5.1, the Holders of a majority in aggregate principal amount of the Securities of such series at the time Outstanding may on behalf of the Holders of all the Securities of such series waive
any past default or Event of Default described in clause (d), (e), (f) or (g) of Section 5.1 

  
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with respect to such series and its consequences except a default in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each
Security affected. In the case of any such waiver, the Issuer, the Trustee and the Holders of the Securities of such series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon. 
 Upon any such waiver, such default shall cease to exist
and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured, and not to have occurred for every purpose of this Indenture; but no such waiver shall extend to any subsequent
or other default or Event of Default or impair any right consequent thereon. 
 The Issuer may, in the circumstances permitted
by the Trust Indenture Act of 1939, fix any day as the record date for the purpose of determining the Holders of Securities of any series entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other
action, or to vote on any action, authorized or permitted to be given or taken by Holders of Securities of such series under Section 5.9 or this Section. If not set by the Issuer prior to the first solicitation of a Holder of Securities of such
series made by any Person in respect of any such action, or, in the case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day (or, if later, the date of the most recent list of Holders required to
be provided pursuant to Section 4.1) prior to such first solicitation or vote, as the case may be. With regard to any record date for action to be taken by the Holders of one or more series of Securities, only the Holders of Securities of such
series on such date (or their duly designated proxies) shall be entitled to give or take, or vote on, the relevant action. 

SECTION 5.11. Trustee to Give Notice of Default. The Trustee shall, within ninety days after the occurrence of a default with
respect to the Securities of any series, give notice of all defaults with respect to that series actually known to a Responsible Officer of the Trustee to all Holders of then Outstanding Securities of that series, by mailing such notice to such
Holders at their addresses as they shall appear in the registry books, unless in each case such defaults shall have been cured before the mailing or publication of such notice (the term “defaults” for the purpose of this Section being
hereby defined to mean any event or condition which is, or with notice or lapse of time or both would become, an Event of Default). 

  
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 SECTION 5.12. Right of Court to Require Filing of Undertaking to Pay Costs. All
parties to this Indenture agree, and each Holder of any Security 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, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable
costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall
not apply to any suit instituted by the Trustee, to any suit instituted by any Securityholder or group of Securityholders of any series holding in the aggregate more than 10% in aggregate principal amount of the Securities Outstanding of such
series, or to any suit instituted by any Securityholder for the enforcement of the payment of the principal of or interest on any Security on or after the due date expressed in such Security. 

ARTICLE 6 

CONCERNING THE TRUSTEE 
 SECTION 6.1. Duties and Responsibilities of the Trustee; During Default; Prior to Default. With respect to the Holders of any series of Securities issued hereunder, the Trustee, prior to the
occurrence of an Event of Default with respect to the Securities of a particular series and after the curing or waiving of all Events of Default which may have occurred with respect to such series, undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture. In case an Event of Default actually known to a Responsible Officer of the Trustee with respect to the Securities of a series has occurred (which has not been cured or waived) the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.


  
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 No provision of this Indenture shall be construed to relieve the Trustee from liability for
its own negligent action, its own negligent failure to act or its own willful misconduct, except that 
 (a)
prior to the occurrence of an Event of Default with respect to the Securities of any series and after the curing or waiving of all such Events of Default with respect to such series which may have occurred: 

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

  
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 (c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the holders pursuant to Section 5.9 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred upon the Trustee, under this Indenture. 
 None of the provisions contained in this Indenture shall require
the Trustee to expend or risk funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if, in its opinion, there shall be reasonable ground for believing that
the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it. 
 SECTION 6.2.
Certain Rights of the Trustee. Subject to Section 6.1: 
 (a) the Trustee may conclusively rely and
shall be fully protected in acting or refraining from acting upon any resolution, Officers’ Certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, security or other
paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; 
 (b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof be herein specifically
prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a copy thereof certified by the secretary or an assistant secretary of the Issuer; 

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


  
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 (d) the Trustee shall be under no obligation to exercise any of the trusts
or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee indemnity satisfactory to it
against the costs, expenses and liabilities which might be incurred therein or thereby; 
 (e) the Trustee shall
not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture; 

(f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond, debenture, note, security, or
other paper or document unless requested in writing so to do by the holders of not less than a majority in aggregate principal amount of the Securities of all series affected then outstanding; provided that, if the payment within a reasonable
time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee, the Trustee may require indemnity satisfactory to it
against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor trustee, shall be repaid by the Issuer upon demand;

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

  
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 (h) the Trustee shall not be charged with knowledge of any default or Event
of Default unless a Responsible Officer of the Trustee (i) has actual knowledge of such Default or Event of Default or (ii) the Trustee has been notified in writing by the Issuer or any Holder of Securities; 

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

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

(k) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties
hereunder; and 
 (l) the Trustee may request that the Issuer deliver a certificate setting forth the names of
individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. 
 SECTION
6.3. Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof. The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the
statements of the Issuer, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable
for the use or application by the Issuer of any of the Securities or of the proceeds thereof. 

  
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 SECTION 6.4. Trustee and Agents May Hold Securities; Collections, etc. The Trustee or
any agent of the Issuer or the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were not the Trustee or such agent and, subject to Sections 6.8 and 6.13, if
operative, may otherwise deal with the Issuer and receive, collect, hold and retain collections from the Issuer with the same rights it would have if it were not the Trustee or such agent. 

SECTION 6.5. Moneys Held by Trustee. Subject to the provisions of Section 10.5 hereof, all moneys received by the Trustee
shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by mandatory provisions of law. Neither the Trustee nor any
agent of the Issuer or the Trustee shall be under any liability for interest on any moneys received by it hereunder. 
 SECTION
6.6. Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as agreed to in writing between the Issuer
and the Trustee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for
all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in connection with this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons
not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or willful misconduct. The Issuer also covenants to indemnify the Trustee and each predecessor Trustee, its officers, directors, employees
and agents for, and to hold it, its officers, directors, employees and agents harmless against, any loss, liability or expense incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or
administration of this Indenture or the trusts hereunder and its duties hereunder, including the costs and expenses of defending itself against or investigating any claim of liability (whether asserted by the Issuer, or any Holder or any other
Person) in the premises. The obligations of the Issuer under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to 

  
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pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture and the resignation or removal of the Trustee. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in
trust for the benefit of the holders of particular Securities, and the Securities are hereby subordinated to such senior claim. Any payments or reimbursements due under this Section 6.6 shall not be subordinated to the payment of Senior Indebtedness
under Article 13. 
 Whenever the Trustee incurs any fees or expenses (including the fees and expenses of its counsel) in
connection with a Default or an Event of Default under Section 5.1 hereof, those fees and expenses are intended to constitute administrative expenses under any bankruptcy law. 

As security for the performance of the obligations of the Issuer under this Section, the Trustee shall have a lien prior to the
Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of, premium, if any, or interest, if any, on particular Securities. 

The provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this Indenture. 

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

SECTION 6.8. Qualification of Trustee. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act of 1939, the Trustee shall either eliminate such interest or resign, to the 

  
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extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act of 1939 and this Indenture. To the extent permitted by the Trust Indenture Act of 1939, the Trustee
shall not be deemed to have conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series. 
 SECTION 6.9. Persons Eligible for Appointment as Trustee. The Trustee for each series of Securities hereunder shall at all times be a corporation organized and doing business under the laws of the
United States of America or of any state or the District of Columbia (or a Person permitted to act as trustee by the Commission) having a combined capital and surplus of at least $50,000,000, and which is authorized under such laws to exercise
corporate trust powers and is subject to supervision or examination by Federal, state or District of Columbia authority. Such corporation or Person shall have a place of business in The City of New York if there be such a corporation or Person in
such location willing to act upon reasonable and customary terms and conditions. If such corporation or Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and surplus of such corporation or Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Such
corporation or Person shall not be and shall represent that it is not an obligor on the Securities or a person directly or indirectly controlling, controlled by, or under common control with such obligor. In case at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 6.10. 
 SECTION 6.10. Resignation and Removal; Appointment of Successor Trustee. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or
all series of Securities by giving written notice of resignation to the Issuer and, if required by applicable law or regulations, by mailing notice of such resignation to the Holders of then Outstanding Securities of each series affected at their
addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by
authority of the Board of Directors, one copy of which instrument shall be delivered to the 

  
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resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days
after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, at the expense of the Issuer, or any Securityholder who has been a bona fide Holder
of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. 

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

(i) the Trustee shall fail to comply with the provisions of Section 6.8 with respect to any series of Securities
after written request therefor by the Issuer or by any Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months; or 

(ii) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.9 and shall fail to resign
after written request therefor by the Issuer or by any Securityholder; or 
 (iii) the Trustee shall become
incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; 
 then, in any such case, the Issuer may
remove the Trustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall
be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 5.12, any Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months
may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. 

  
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 (c) The Holders of a majority in aggregate principal amount of the Securities of each series
at the time outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Securities of such series by delivering to the Trustee so removed, to the successor trustee so
appointed and to the Issuer the evidence provided for in Section 7.1 of the action in that regard taken by the Securityholders. 
 (d) Any resignation or removal of the Trustee with respect to any series and any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10
shall become effective upon acceptance of appointment by the successor trustee as provided in Section 6.11. 
 (e) The
retiring Trustee shall not be liable for the acts or omissions of any successor Trustee hereunder. 
 (f) Upon appointment of
any successor Trustee, all fees, charges and expenses of the retiring Trustee shall be paid. 
 SECTION 6.11. Acceptance of
Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 shall execute and deliver to the Issuer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and
obligations with respect to such series of its predecessor hereunder, with like effect as if originally named as trustee for such series hereunder; but, nevertheless, on the written request of the Issuer or of the successor trustee, upon payment of
its charges then unpaid, the trustee ceasing to act shall, subject to Section 10.5, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument which, subject to Section 6.6,
need not include an indemnity by the Issuer, transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer shall execute any and all instruments in writing for more
fully and 

  
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certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all property or funds held or
collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 6.6. 
 If a successor
trustee is appointed with respect to the Securities of one or more (but not all) series, the Issuer, the predecessor Trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture
supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Securities of any series as to which the
predecessor Trustee is not retiring shall continue to be vested in the predecessor Trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts under
separate indentures. 
 No successor trustee with respect to any series of Securities shall accept appointment as provided in
this Section 6.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of Section 6.8 and eligible under the provisions of Section 6.9. 

Upon acceptance of appointment by any successor trustee as provided in this Section 6.11, the Issuer shall mail notice thereof to
the Holders of Securities of each series affected, by mailing such notice to such Holders at their addresses as they shall appear on the registry books. If the acceptance of appointment is substantially contemporaneous with the resignation, then the
notice called for by the preceding sentence may be combined with the notice called for by Section 6.10. If the Issuer fails to mail such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Issuer. 
 SECTION 6.12. Merger, Conversion, Consolidation or
Succession to Business of Trustee. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, 

  
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conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to the corporate trust business of the Trustee, shall be the successor of the Trustee and all
other appointments hereunder; provided, that such corporation shall be qualified under the provisions of Section 6.8 and eligible under the provisions of Section 6.9 without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary notwithstanding. 
 In case at the time such successor to
the Trustee shall succeed to the trusts created by this Indenture any of the Securities of any series shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor
Trustee and deliver such Securities so authenticated; and, in case at that time any of the Securities of any series shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any
predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificate shall have the full force which it has anywhere in the Securities of such series or in this Indenture provided that the certificate of the Trustee
shall have; provided, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities of any series in the name of any predecessor Trustee shall apply only to its successor or successors by
merger, conversion or consolidation. 
 SECTION 6.13. Preferential Collection of Claims Against the Issuer. If the
Trustee shall be or shall become a creditor, directly or indirectly, secured or unsecured, of the Issuer (or any other obligor upon the securities), the Trustee shall be subject to the provisions of the Trust Indenture Act of 1939 regarding the
collection of claims against the Issuer (or any such other obligor). 
 ARTICLE 7 

CONCERNING THE SECURITYHOLDERS 
 SECTION 7.1. Evidence of Action Taken by Securityholders. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given


  
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or taken by a specified percentage in principal amount of the Securityholders of any or all series may be embodied in and evidenced by one or more instruments of substantially similar tenor
signed by such specified percentage of Securityholders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the
Trustee. Proof of execution of any instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Sections 6.1 and 6.2) conclusive in favor of the Trustee and the Issuer, if made in the
manner provided in this Article. 
 SECTION 7.2. Proof of Execution of Instruments and of Holding of Securities. Subject
to Sections 6.1 and 6.2, the execution of any instrument by a Securityholder or his agent or proxy may be proved by the Security register or by a certificate of the Security registrar. 

SECTION 7.3. Holders to be Treated as Owners. The Issuer, the Trustee and any agent of the Issuer or the Trustee may deem and
treat the person in whose name any Security shall be registered upon the Security register for such series as the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other
writing thereon) for the purpose of receiving payment of or on account of the principal of and, subject to the provisions of this Indenture, interest on such Security and for all other purposes; and neither the Issuer nor the Trustee nor any agent
of the Issuer or the Trustee shall be affected by any notice to the contrary. All such payments so made to any such person, or upon his order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Security. 
 SECTION 7.4. Securities Owned by Issuer Deemed Not Outstanding.
In determining whether the Holders of the requisite aggregate principal amount of Outstanding Securities of any or all series have concurred in any direction, consent or waiver under this Indenture, Securities which are owned by the Issuer or any
other obligor on the Securities with respect to which such determination is being made or by any person directly or indirectly controlling or controlled by or under direct or 

  
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indirect common control with the Issuer or any other obligor on the Securities with respect to which such determination is being made shall be disregarded and deemed not to be Outstanding for the
purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in conclusively relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee knows
are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes the pledgee’s right so to act with respect to such Securities and that the pledgee is not
the Issuer or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on the Securities by delivering to the Trustee an
Officers’ Certificate and Opinion of Counsel to such effect. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of
the Trustee, the Issuer shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Securities, if any, known by the Issuer to be owned or held by or for the account of any of the above-described persons; and,
subject to Sections 6.1 and 6.2, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities not listed therein are Outstanding for the purpose of
any such determination. 
 SECTION 7.5. Right of Revocation of Action Taken. At any time prior to (but not after) the
evidencing to the Trustee, as provided in Section 7.1, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may be, specified in this Indenture in
connection with such action, any Holder of a Security the serial number of which is shown by the evidence to be included among the serial numbers of the Securities the Holders of which have consented to such action may, by filing written notice at
the Corporate Trust Office and upon proof of holding as provided in this Article, revoke such action so far as concerns such Security. Except as aforesaid any such action taken by the Holder of any Security shall be conclusive and binding upon such
Holder and upon all future Holders and owners of such Security and of any Securities issued in exchange or substitution therefor, irrespective of whether or not any notation in regard thereto is made upon any such Security. Any action taken by the
Holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may be, 

  
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specified in this Indenture in connection with such action shall be conclusively binding upon the Issuer, the Trustee and the Holders of all the Securities affected by such action. 

ARTICLE 8 

SUPPLEMENTAL INDENTURES 
 SECTION 8.1. Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board of Directors, and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes: 

(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series
any property or assets; 
 (b) to evidence the succession of another corporation to the Issuer, or successive
successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Issuer pursuant to Article Nine; 
 (c) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 6.11; 

(d) to add to the covenants of the Issuer for the benefit of the Holders of all or any series of Securities (and if such
covenants are to be for the benefit of less than all series of Securities stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Issuer;


  
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 (e) to add any additional Events of Default with respect to all or any
series of Securities (and, if such Event of Default is applicable to less than all series of Securities, specifying the series to which such Event of Default is applicable); 

(f) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture
which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as
the Board of Directors may deem necessary or desirable and which, in the opinion of the Board of Directors, shall not adversely affect the interests of the Holders of the Securities; 

(g) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall
become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is adversely affected by such change in or elimination of such provision; 

(h) to add guarantees in respect of all or any series of Securities under this Indenture, and to evidence the release and
discharge of any guarantor from its obligations under its guarantee of all or any series of Securities and its obligations under this Indenture in accordance with the terms of this Indenture; 

(i) to conform the text of this Indenture and the terms of any Securities to the “Description of the Debt
Securities” in an applicable registration statement or the comparable provisions in the applicable prospectus supplement to the extent the “Description of the Debt Securities” in such applicable registration statement or such
comparable provision in such prospectus supplement was intended to be a verbatim recitation of a provision of this Indenture or Securities, which intent may be evidenced by an Officers’ Certificate to that effect; 

(j) to comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture
under the Trust Indenture Act of 1939; and 

  
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 (k) to establish the form or terms of Securities of any series as permitted
by Sections 2.1 and 2.3. 
 The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental
indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter
into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 
 Any supplemental indenture authorized by the provisions of this Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the
provisions of Section 8.2. 
 SECTION 8.2. Supplemental Indentures With Consent of Securityholders. With the consent
(evidenced as provided in Article Seven) of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of all series affected by such supplemental indenture (voting as one class), the Issuer, when
authorized by a resolution of its Board of Directors, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in
force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the
Holders of the Securities of each such series; provided, that no such supplemental indenture shall (a) extend the final maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of
interest thereon, or reduce any amount payable on redemption thereof, or make the principal thereof (including any amount in respect of original issue discount), or interest or premium thereon payable in any coin or currency other than that provided
in the Securities or in accordance with the terms thereof, or modify any provisions of this Indenture relating to the subordination of the Securities in a manner adverse to the Holders of the Securities, or reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 5.1 or the amount thereof provable in bankruptcy pursuant to Section 5.2, 

  
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or impair or affect the right of any Securityholder to institute suit for the payment thereof or, if the Securities provide therefor, any right of repayment at the option of the Securityholder
without the consent of the Holder of each Security so affected, or (b) reduce the aforesaid percentage of Securities of any series, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the
Holders of each Security so affected. 
 A supplemental indenture which changes or eliminates any covenant or other provision of
this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities of such series, with respect to such covenant or provision, shall be deemed
not to affect the rights under this Indenture of the Holders of Securities of any other series. 
 Upon the request of the
Issuer, accompanied by a copy of a resolution of the Board of Directors certified by the secretary or an assistant secretary of the Issuer authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence
of the consent of Securityholders as aforesaid and other documents, if any, required by Section 7.1, the Trustee shall join with the Issuer in the execution of such supplemental indenture unless such supplemental indenture affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. 

It shall not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. 
 Promptly after the
execution by the Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Issuer shall mail a notice thereof to the Holders of then Outstanding Securities of each series affected thereby, by mailing a
notice thereof by first-class mail to such Holders at their addresses as they shall appear on the Security register. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity
of any such supplemental Indenture. 

  
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 SECTION 8.3. Effect of Supplemental Indenture. Upon the execution of any supplemental
indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the
Trustee, the Issuer and the Holders of Securities of each series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any
such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. 
 SECTION 8.4. Documents to Be Given to Trustee. The Trustee shall, in addition to the documents required by Section 11.5 hereof, receive an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article 8 complies with the applicable provisions of this Indenture and stating that the supplemental indenture is authorized by the Indenture and is the legal, valid and binding obligation of the
Issuer, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. 

SECTION 8.5. Notation on Securities in Respect of Supplemental Indentures. Securities of any series authenticated and delivered
after the execution of any supplemental indenture pursuant to the provisions of this Article may bear a notation in form approved by the Trustee upon advice of counsel for such series as to any matter provided for by such supplemental indenture or
as to any action taken at any such meeting. If the Issuer or the Trustee shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee (as to form) and the Board of Directors (as to form and substance), to
any modification of this Indenture contained in any such supplemental indenture may be prepared by the Issuer, authenticated by the Trustee and delivered in exchange for the Securities of such series then outstanding. 

  
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 ARTICLE 9 
 CONSOLIDATION, MERGER, SALE OR CONVEYANCE 
 SECTION 9.1. Issuer May
Consolidate, etc., on Certain Terms. The Issuer covenants that it will not merge or consolidate with any other corporation or sell or convey all or substantially all of its assets to any Person, unless (i) either the Issuer shall be the
continuing corporation, or the successor corporation or the Person which acquires by sale or conveyance substantially all the assets of the Issuer (if other than the Issuer) shall be a corporation or entity organized under the laws of the United
States of America or any state thereof and shall expressly assume the due and punctual payment of the principal of and interest, if any, on all the Securities, according to their tenor, and the due and punctual performance and observance of all of
the covenants and conditions of this Indenture to be performed or observed by the Issuer, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such corporation or entity, and (ii) the Issuer or such
successor corporation or entity, as the case may be, shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenant or condition. 

SECTION 9.2. Successor Issuer Substituted. In case of any such consolidation, merger, sale or conveyance, and following such an
assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein. Such successor corporation may cause to be signed, and may issue either in
its own name or in the name of the Issuer prior to such succession any or all of the Securities issuable hereunder, which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor
corporation instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities, which previously shall have been signed and delivered by the
officers of the Issuer to the Trustee for authentication, and any Securities, which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued, shall in all respects
have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof.


  
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 In case of any such consolidation, merger, sale, lease or conveyance such changes in
phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. 
 In
the event of any such sale or conveyance (other than a conveyance by way of lease) the Issuer or any successor corporation which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and
covenants under this Indenture and the Securities and may be liquidated and dissolved. 
 SECTION 9.3. Opinion of Counsel to
Trustee. The Trustee shall, in addition to the documents required by Section 11.5 hereof, receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any
such liquidation or dissolution, complies with this Article 9 and the applicable provisions of this Indenture. 
 ARTICLE 10

 SATISFACTION AND DISCHARGE OF INDENTURE; 
 UNCLAIMED MONEYS 
 SECTION 10.1. Satisfaction and Discharge of
Indenture. This Indenture shall cease to be of further effect with respect to any series of Securities (except as to any surviving rights of conversion or registration of transfer or exchange of Securities of such series expressly provided for
herein or in the form of Security for such series), and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when 

(1) either 

(A) all Securities of that series theretofore authenticated and delivered (other than (i) Securities of such series which have been
destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, 

  
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and (ii) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or
discharged from such trust, as provided in Section 10.5) have been delivered to the Trustee canceled or for cancellation; or 
 (B) all such Securities of that series not theretofore delivered to the Trustee canceled or for cancellation 
 (i) have become due and payable, or 
 (ii) will become due and
payable at their stated maturity within one year, or 
 (iii) are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, 
 and the Issuer, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount, which shall be immediately
due and payable, sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee canceled or for cancellation, for principal (and premium, if any) and interest, if any, to the date of such deposit
(in the case of Securities which have become due and payable), or to the stated maturity or redemption date, as the case may be; 
 (2) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer with respect to the Securities of such series; and 

(3) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. 
 SECTION 10.2. Application of Trust Money. All money deposited with the Trustee pursuant to Section 10.1 or Section 10.3 shall be held in trust and applied by it, in accordance with the
provisions of the series of Securities in respect of which it was deposited and this Indenture, to the payment, 

  
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either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent), to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law. Money and government obligations held in trust pursuant to Section 10.1 or Section 10.3
shall not be subject to Article 13 hereof. 
 SECTION 10.3. Defeasance Upon Deposit of Funds or Government Obligations.
Unless pursuant to Section 2.3 provision is made that this Section 10.3 shall not be applicable to the Securities of any series, at the Issuer’s option, either (a) the Issuer shall be deemed to have been Discharged (as defined
below) from its obligations with respect to any series of Securities and the provisions of Article 13 hereof shall cease to be effective on and after the date the applicable conditions set forth below have been satisfied or (b) the Issuer shall
cease to be under any obligation to comply with any term, provision or condition set forth in Section 9.3 (and any other Sections applicable to such Securities that are determined pursuant to Section 2.3 to be subject to this provision)
and the occurrence of any event specified in Section 5.1(d) and Section 5.1(g) shall be deemed not to be or result in an Event of Default and the provisions of Article 13 hereof shall cease to be effective, in each case with respect to any
series of Securities on and after the date the applicable conditions set forth below have been satisfied: 
 (1)
the Issuer shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series (i) money
in an amount, or (ii) the equivalent in securities of the government which issued the currency in which the Securities of such series are denominated or securities issued by government agencies backed by the full faith and credit of such
government, which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (iii) a combination of
(i) and (ii), sufficient in the opinion of a nationally recognized firm of independent public accountants to pay and discharge each installment of principal (including mandatory sinking fund payments) and any premium of, interest on and any
repurchase obligations with respect to the outstanding securities of such series on the dates such installments of interest or principal or repurchase obligations are due; 

  
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 (2) no Event of Default or event (including such deposit) which with notice
or lapse of time would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit; 

(3) At the time of such deposit: (A) no default in the payment of all or a portion of principal of (and premium, if
any) or interest on or other obligations in respect of any Senior Indebtedness shall have occurred and be continuing, and no event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in
such Senior Indebtedness becoming or being declared due and payable and (B) no other event with respect to the Senior Indebtedness shall have occurred and be continuing permitting (after notice or the lapse of time, or both) the holders of such
Senior Indebtedness (or a trustee on behalf of holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, or, in the case of either clause (A) or clause
(B) above, each such default or event of default shall have been waived. 
 (4) the Issuer shall have
delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of the Issuer’s exercise of its option under this
Section 10.3 and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised. 

The term “Discharged” means that the Issuer shall be deemed to have paid and discharged the entire indebtedness
represented by, and obligations under, the Securities of such series and to have satisfied all the obligations under this Indenture relating to the Securities of such series (and the Trustee, at the expense of the Issuer, shall execute proper
instruments acknowledging the same), except (A) the rights of Holders of Securities to receive, from the trust fund described in Subsection (1) above, payment of the principal and any premium of and any interest on such Securities when
such payments are due; (B) the Issuer’s obligations with respect to such Securities under Sections 

  
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2.8, 2.9, 3.2, 3.4, 6.6 and 10.2; and (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder (including, without limitation, its rights under Section 6.6
hereunder). 
 SECTION 10.4. Repayment of Moneys Held by Paying Agent. In connection with the satisfaction and discharge
of this Indenture with respect to Securities of any series, all moneys then held by any paying agent under the provisions of this Indenture with respect to such series of Securities shall, upon demand of the Issuer, be repaid to it or paid to the
Trustee and thereupon such paying agent shall be released from all further liability with respect to such moneys. 
 SECTION
10.5. Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or any paying agent, or then held by the Issuer in trust, for the payment of the principal of or interest on any
Security of any series and not applied but remaining unclaimed for two years after the date upon which such principal or interest shall have become due and payable, shall, unless otherwise required by mandatory provisions of applicable escheat or
abandoned or unclaimed property law (as advised by counsel, pursuant to Section 6.2), be repaid to the Issuer by the Trustee for such series or such paying agent upon the written request of the Issuer, or, if then held by the Issuer, shall be
discharged from such trust, and the Holder of the Security of such series shall, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property laws, thereafter look only to the Issuer for any payment
which such Holder may be entitled to collect, and all liability of the Trustee or any paying agent with respect to such moneys shall thereupon cease. 
 SECTION 10.6. Reinstatement. If the Trustee is unable to apply any money in accordance with Sections 10.2 or 10.3, as the case may be, by reason of any legal proceeding or by reason of order or
judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 10.2 or 10.3, as the case may be, until such time as the Trustee is permitted to apply all such money in accordance with Section 10.2 or 10.3, as 

  
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the case may be; provided, however, that if the Issuer has made payment of principal of, or interest on any Securities because of the reinstatement of its obligations, the Issuer shall be
subrogated to the rights of Holders of such Securities to receive such payment from money held by the Trustee. 
 ARTICLE 11

 MISCELLANEOUS PROVISIONS 
 SECTION 11.1. Incorporators, Stockholders, Officers and Directors of Issuer Exempt from Individual Liability. No recourse under or upon any obligation, covenant or agreement contained in this
Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such, or against any past, present or future stockholder, officer or director, as such, of the Issuer or of any successor,
either directly or through the Issuer or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Securities by the Holders thereof and as part of the consideration for the issue of the Securities. 
 SECTION 11.2. Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities. Nothing in this Indenture or in the Securities, expressed or implied, shall give or be construed to
give to any person, firm or corporation, other than the parties hereto and their successors and the Holders of the Securities any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained, all
such covenants and provisions being for the sole benefit of the parties hereto and their successors and of the Holders of the Securities. 
 SECTION 11.3. Successors and Assigns of Issuer Bound by Indenture. All the covenants, stipulations promises and agreements in this Indenture contained by or on behalf of the Issuer shall bind its
successors and assigns, whether so expressed or not. 

  
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 SECTION 11.4. Notices and Demands on Issuer, Trustee and Holders of Securities. Any
notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Holders of Securities to or on the Issuer may be given or served by being deposited postage prepaid, first-class mail
(except as otherwise specifically provided herein) addressed (until another address of the Issuer is filed by the Issuer with the Trustee) to Unisys Corporation, 801 Lakeview Drive, Suite 100, Blue Bell, Pennsylvania 19422, Attention: General
Counsel. Any notice, direction, request or demand by the Issuer or any holder of Securities to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made at the Corporate Trust Office. 

In case, by reason of the suspension of or irregularities in regular mail service, it shall be impracticable to mail notice to the Issuer
when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be reasonably satisfactory to the Issuer shall be deemed to be a sufficient giving of such notice. 

SECTION 11.5. Officers’ Certificates and Opinions of Counsel; Statements to Be Contained Therein. Upon any application or
demand by the Issuer to the Trustee to take any action under any of the provisions of this Indenture, the Issuer shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent provided for in this Indenture relating
to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel such action is authorized or permitted by this Indenture and that all such conditions precedent have been complied with. 

Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or
covenant provided for in this Indenture shall include (a) a statement that the person making such certificate or opinion has read such covenant or condition, (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such certificate or opinion are based, (c) a statement that, in the opinion of such 

  
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person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with and
(d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. 

Any certificate, statement or opinion of an officer of the Issuer may be based, insofar as it relates to legal matters, upon a
certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate, statement or opinion of counsel may be based, insofar as it relates to factual matters, information with respect to which is in the possession
of the Issuer, upon the certificate, statement or opinion of or representations by an officer or officers of the Issuer, unless such counsel knows that the certificate, statement or opinion or representations with respect to the matters upon which
his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. 
 Any certificate, statement or opinion of an officer of the Issuer or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an
accountant or firm of accountants in the employ of the Issuer, unless such officer or counsel, as the case may be, knows that the certificate or opinion or representations with respect to the accounting matters upon which his certificate, statement
or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. 
 Any certificate or opinion of any independent firm of public accountants filed with the Trustee shall contain a statement that such firm is independent. 

SECTION 11.6. Payments Due on Saturdays, Sundays and Holidays. If the date of maturity of interest, if any, on or principal of the
Securities of any series or the date fixed for redemption or repayment of any such Security shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest shall accrue for the period after such date. 

  
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 SECTION 11.7. Conflict of Any Provision of Indenture with Trust Indenture Act of
1939. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with another provision included in this Indenture which is required to be included herein by any of Sections 310 to 317, inclusive, of the Trust
Indenture Act of 1939, such required provision shall control. 
 SECTION 11.8. New York Law to Govern. This Indenture and
each Security shall be deemed to be a contract under the laws of the state of New York, and for all purposes shall be construed in accordance with the laws of such state. 
 SECTION 11.9. Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute one and the same
instrument. 
 SECTION 11.10. Effect of Headings. The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof. 
 SECTION 11.11. Securities in a Foreign Currency.
(a) Whenever for purposes of this Indenture any action may be taken by the holders of a specified percentage in aggregate principal amount of Securities of all series at the time outstanding and, at such time, there are outstanding Securities
of any series which are denominated in a currency or currencies or currency unit or currency units other than Dollars, then the principal amount of Securities of such series which shall be deemed to be outstanding for the purpose of taking such
action shall be that amount of Dollars that could be obtained for such principal amount based on the Market Exchange Rate in effect on the date on which such action is to be taken (the “Determination Date”). The provisions of this
paragraph shall apply in determining the equivalent number of votes to which each securityholder or proxy shall be entitled in respect of Securities of a series denominated in a currency other than Dollars in connection with any vote taken by
holders of Securities pursuant to the terms of this Indenture. 

  
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 (b) For the purposes of this Section 11.11, “Market Exchange Rate” shall mean
for any currency the noon Dollar buying rate for that currency for cable transfers quoted in New York City on the Determination Date as certified for customs purposes by the Federal Reserve Bank of New York. If such rates are not available for any
reason with respect to one or more currencies for which an exchange rate is required, the Trustee shall use without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or if such
quotation is unavailable, quotations from Citibank, N.A., or if unavailable, any other bank with combined assets of at least $500 million in New York City or in the country of issue of the currency in question, or such other quotations as the Issuer
shall deem appropriate. Unless otherwise specified by the Trustee, if there is more than one market for dealing in any currency by reason of foreign exchange regulations or otherwise, the market to be used in respect of such currency shall be that
upon which a nonresident issuer of securities designated in such currency would purchase such currency in order to make payments in respect of such securities, as advised by the Issuer. 

(c) All decisions and determinations of the Trustee regarding the Market Exchange Rate shall, in the absence of manifest error, be
conclusive for all purposes and irrevocably binding upon the Issuer and all Holders. 
 SECTION 11.12. Judgment Currency.
The obligation of the Issuer in respect of any sum due to any securityholder hereunder shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency in which the payment is due (the “Required
Currency”), be discharged only to the extent that on the Business Day following receipt by such securityholder of any sum adjudged to be so due in the Judgment Currency, such securityholder may in accordance with normal banking procedures
purchase the amount originally due to such securityholder in the Required Currency with the Judgment Currency; if the amount of the Required Currency so purchased is less than the sum originally due to such securityholder in the Required Currency,
the Issuer 

  
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agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such securityholder against such loss, and if the amount of the Required Currency so purchased exceeds the sum
originally due to such securityholder, such securityholder agrees to remit to the Issuer such excess. 
 SECTION 11.13.
Facsimile and PDF Delivery of Signature Pages. The exchange of copies of this Indenture and of signature pages by facsimile or portable document format (“PDF”) transmission shall constitute effective execution and delivery of
this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

 SECTION 11.14. USA Patriot Act. The Issuer hereto acknowledges that, in accordance with Section 326 of the USA
Patriot Act, the Trustee and its agents, like all financial institutions, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with Wells Fargo Bank,
National Association. The Issuer agrees that it will provide the Trustee and its agents with such information as it may request in order for the Trustee and its agents to satisfy the requirements of the USA Patriot Act. 

SECTION 11.15. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance
of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or
natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with
accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. 

  
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 ARTICLE 12 
 REDEMPTION OF SECURITIES AND SINKING FUNDS 
 SECTION 12.1. Applicability
of Article. The provisions of this Article shall be applicable to the Securities of any series which are redeemable before their maturity or to any sinking fund for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 2.3 for Securities of such series. 
 SECTION 12.2. Notice of Full and Partial Redemption;
Partial Redemptions. Notice of redemption to the Holders of Securities of any series to be redeemed as a whole or in part at the option of the Issuer shall be given by mailing notice of such redemption by first class mail, postage prepaid, at
least 30 days and not more than 60 days prior to the date fixed for redemption to such Holders of Securities of such series at their last addresses as they shall appear upon the registry books. Any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Failure to give notice by mail, or any defect in the notice to the Holder of any Security of a series designated for redemption as a
whole or in part shall not affect the validity of the proceedings for the redemption of any other Security of such series. 

The notice of redemption to each such Holder shall specify (i) the principal amount of each Security of such series held by such
Holder to be redeemed, (ii) the date fixed for redemption, (iii) the redemption price (and premium, if any), (iv) the place or places of payment, (v) that payment will be made upon presentation and surrender of such Securities,
(vi) that such redemption is pursuant to the mandatory or optional sinking fund, or both, if such be the case, (vii) that interest accrued to the date fixed for redemption will be paid as specified in such notice and (viii) that on
and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue. In case any Security of a series is to be redeemed in part only the notice of redemption shall state the portion of the principal amount thereof to
be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issued. 

  
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 The notice of redemption of Securities of any series to be redeemed at the option of the
Issuer shall be given by the Issuer or, at the Issuer’s request (given at least 45 days prior to the redemption date unless the Trustee agrees to a shorter period of time), by the Trustee in the name and at the expense of the Issuer.

 On or before 10 a.m., New York City time, on the redemption date specified in the notice of redemption given as provided in
this Section, the Issuer will deposit with the Trustee or with one or more paying agents (or, if the Issuer is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 3.4) an amount of money sufficient to
redeem on the redemption date all the Securities of such series so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption (and premium, if any). The election of the Issuer to redeem
any Securities shall be evidenced by a Board Resolution in addition to any other requirements set forth hereunder. If less than all the outstanding Securities of a series are to be redeemed, the Issuer will deliver to the Trustee at least 60 days
(or such shorter period as shall be acceptable to the Trustee for its convenience) prior to the date fixed for redemption an Officers’ Certificate stating the aggregate principal amount of Securities to be redeemed. 

If less than all the Securities of a series are to be redeemed, the Trustee shall, subject to Section 12.4, select by lot Securities
of such Series to be redeemed in whole or in part. Securities may be redeemed in part in multiples equal to the minimum authorized denomination for Securities of such series or any multiple thereof. The Trustee shall promptly notify the Issuer in
writing of the Securities of such series selected for redemption and, in the case of any Securities of such series selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Securities of any series shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is
to be redeemed. 

  
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 SECTION 12.3. Payment of Securities Called for Redemption. If notice of redemption
has been given as above provided, the Securities or portions of Securities specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price (and premium, if any), together
with interest, if any, accrued to the date fixed for redemption, and on and after said date (unless the Issuer shall default in the payment of such Securities at the redemption price, together with interest accrued to said date) interest on the
Securities or portions of Securities so called for redemption shall cease to accrue shall be void, and except as provided in Sections 6.5 and 10.5, such Securities shall cease from and after the date fixed for redemption to be entitled to any
benefit or security under this Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the redemption price (and premium, if any) thereof and unpaid interest to the date fixed for redemption.
On presentation and surrender of such Securities at a place of payment specified in said notice, said Securities or the specified portions thereof shall be paid and redeemed by the Issuer at the applicable redemption price (and premium, if any),
together with interest, if any, accrued thereon to the date fixed for redemption; provided that payment of interest, if any, becoming due on or prior to the date fixed for redemption shall be payable to the Holders of Securities registered as
such on the relevant record date subject to the terms and provisions of Section 2.7 hereof. 
 If any Security called for
redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate of interest or Yield to Maturity (in the case of an Original
Issue Discount Security) borne by the Security. 
 Upon presentation of any Security redeemed in part only, the Issuer shall
execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Issuer, a new Security or Securities of such series, of authorized denominations, in principal amount equal to the unredeemed
portion of the Security so presented. 
 SECTION 12.4. Exclusion of Certain Securities from Eligibility for Selection for
Redemption. Securities shall be excluded from eligibility for selection for redemption if they are identified by registration and certificate number in a written statement signed by an authorized officer of the Issuer and delivered to the
Trustee at least 40 days prior to the last date on which notice of redemption 

  
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may be given as being owned of record and beneficially by, and not pledged or hypothecated by, either (a) the Issuer or (b) an entity specifically identified in such written statement
directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer. 
 SECTION 12.5.
Mandatory and Optional Sinking Funds. 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 payment in excess of
such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund
payment date”. 
 In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of
Securities in cash, the Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except upon redemption pursuant to the mandatory sinking fund) by the Issuer or receive credit
for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Issuer and delivered to the Trustee for cancellation pursuant to Section 2.10, (b) receive credit for
optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Issuer through any optional redemption provision
contained in the terms of such series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities. 

On or before the forty-fifth day next preceding each sinking fund payment date for any series, the Issuer will deliver to the Trustee a
written statement signed by an authorized officer of the Issuer (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of Securities of such series,
(b) stating that none of the Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or
cured) and are continuing and (d) stating whether or not the Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which
the Issuer intends to pay on or before the next 

  
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succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Issuer to be entitled to credit therefor as
aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.10 to the Trustee with such written statement (or reasonably promptly thereafter if acceptable to the Trustee). Such
written statement shall be irrevocable and upon its receipt by the Trustee the Issuer shall become unconditionally obligated to make all the cash payments or payments therein referred to, if any, on or before the next succeeding sinking fund payment
date. Failure of the Issuer, on or before any such forty-fifth day, to deliver such written statement and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable
election of the Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect
thereof and (ii) that the Issuer will make no optional sinking fund payment with respect to such series as provided in this Section. 
 If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments
made in cash shall exceed $50,000 (or a lesser sum if the Issuer shall so request) with respect to the Securities of any particular series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities
of such series at the sinking fund redemption price together with accrued interest to the date fixed for redemption. If such amount shall be $50,000 or less and the Issuer makes no such request then it shall be carried over and invested by the
Trustee in mutual or trust fund institutions which are registered with the Commission under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, and which have underlying investments consisting solely of and
limited to United States Government obligations until a sum in excess of $50,000 is available. The Trustee, upon written instruction from the Issuer, shall select, in the manner provided in Section 12.2, for redemption on such sinking fund
payment date a specified principal amount of Securities of such series then Outstanding to absorb said cash, as nearly as may be, and shall (if requested in writing by the Issuer) inform the Issuer of the serial numbers of the Securities of such
series (or portions thereof) so selected. Securities of any series which are (a) owned by the Issuer or are certified by the Issuer by means of an Officers’ Certificate to be owned by an entity directly or indirectly controlling or


  
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controlled by or under direct or indirect common control with the Issuer, as shown by the Security register, and not actually known to a Responsible Officer of the Trustee to have been pledged or
hypothecated by the Issuer or any such entity; or (b) identified in an Officers’ Certificate at least 60 days prior to the sinking fund payment date as being beneficially owned by, and not pledged or hypothecated by, the Issuer or an
entity directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer shall be excluded from Securities of such series eligible for selection for redemption. The Trustee, in the name and at the expense
of the Issuer (or the Issuer, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 12.2 (and with the effect provided in
Section 12.3) for the redemption of Securities of such series in part at the option of the Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next
cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular
series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of
the principal of, and interest on, the Securities of such series at maturity. 
 At least one day before each sinking fund
payment date, the Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date. 

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

  
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held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 5.10 or the default cured on or before the sixtieth day preceding the
sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities. 

ARTICLE 13 

SUBORDINATION 
 SECTION 13.1. Agreement to Subordinate. The Issuer covenants and agrees, and each Holder by accepting a Security covenants and agrees that, anything in this Indenture or the Securities of any
series to the contrary notwithstanding, the indebtedness evidenced by the Securities of each series is subordinate and junior in right of payment, to the extent provided herein, to all Senior Indebtedness, whether outstanding on the date of
execution of this Indenture or thereafter created, incurred or assumed, and that the subordination is for the benefit of the holders of Senior Indebtedness. 
 SECTION 13.2. Distribution on Dissolution, Liquidation and Reorganization. Upon any distribution of assets of the Issuer upon any dissolution, winding up, liquidation or reorganization of the
Issuer, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Issuer or otherwise (subject to the power of a
court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Indenture upon the Senior Indebtedness and the holders thereof with respect to the Securities and the Holders thereof by a plan of
reorganization under applicable bankruptcy law): 
 (a) the holders of all Senior Indebtedness shall be entitled to receive
payment in full of the principal thereof (and premium, if any) and interest due thereon before the Holders of the Securities are entitled to receive any payment upon the principal (and premium, if any) or interest on indebtedness evidenced by the
Securities; and 

  
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 (b) any payment or distribution of the Issuer of any kind or character, whether in cash,
property or securities, to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article 13 shall be paid by the liquidating trustee or agent or other person making such payment or distribution,
whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments
evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of (and premium, if any) and interest on the Senior Indebtedness held or represented by each, to
the extent necessary to make payment in full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and 

(c) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Issuer of any kind or character,
whether in cash, property or securities, shall be received by the Trustee on behalf of the Holders of the Securities or the Holders of the Securities before all Senior Indebtedness is paid in full, such payment or distribution shall be paid over,
upon written notice to the Trustee, to the holder of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which instrument evidencing any of such Senior Indebtedness may have
been issued, ratably as aforesaid, for application to payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders
of such Senior Indebtedness. 
 Subject to the payment in full of all Senior Indebtedness, the Holders of the Securities shall
be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property or securities of the Issuer applicable to Senior Indebtedness until the principal of (and premium, if any) and interest on the
Securities shall be paid in full and no such payments or distributions to the Holders of the Securities of cash, property, or securities otherwise distributable to the holders of Senior Indebtedness shall, as between the Issuer, its creditors other
than the holders of Senior Indebtedness, and the Holders of the Securities be deemed to be a payment by the Issuer to or on account of the Securities. It is understood that the provisions of this Article 13 are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness, on the other hand. 

  
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 Nothing contained in this Article 13 or elsewhere in this Indenture or in the Securities is
intended to or shall impair, as between the Issuer, its creditors other than the holders of Senior Indebtedness, and the Holders of the Securities, the obligation of the Issuer, which is unconditional and absolute, to pay to the Holders of the
Securities the principal of (and premium, if any) and interest on the Securities as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders of the Securities and creditors of the
Issuer other than the holders of Senior Indebtedness, nor shall anything herein or in the Securities prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article 13 of the holders of Senior Indebtedness in respect of cash, property or securities of the Issuer received upon the exercise of any such remedy. 

Upon any payment or distribution of assets of the Issuer referred to in this Article 13, the Trustee, subject to the provisions of
Section 6.1 and Section 6.2, shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making any distribution to the Trustee for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent to this Article 13. The Trustee,
however, shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness. The Trustee shall not be liable to any such holder if it shall pay or distribute to or on behalf of Holders of Securities or the Issuer moneys or assets to
which any holder of Senior Indebtedness shall be entitled by virtue of this Article 13. If the Trustee or any Holder of Securities does not file a proper claim or proof of debt in the form required in any proceeding referred to above prior to 30
days before the expiration of the time to file such claim in such proceeding, then the holder of any Senior Indebtedness is hereby authorized, and has the right, to file an appropriate claim or claims for or on behalf of such Holder of Securities.

 SECTION 13.3. No Payment on Securities in Event of Default on Senior Indebtedness. No payment by the Issuer on account
of principal (or premium, if any), sinking 

  
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funds or interest on the Securities shall be made unless full payment of amounts then due for principal, premium, if any, sinking funds, and interest on Senior Indebtedness has been made or duly
provided for. 
 SECTION 13.4. Payments on Securities Permitted. Nothing contained in this Indenture or in any of the
Securities shall (a) affect the obligation of the Issuer to make, or prevent the Issuer from making, at any time except as provided in Section 13.1 and Section 13.2, payments of principal (and premium, if any) or interest of the
Securities or (b) prevent the application by the Trustee of any moneys deposited with it hereunder to the payment of or on account of the principal of (and premium, if any) or interest on the Securities, unless the Trustee shall have received
at its Corporate Trust Office written notice of any event prohibiting the making of such payment more than two Business Days prior to the date fixed for such payment. 
 SECTION 13.5. Trustee to Effectuate Subordination. Each Holder of Securities by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article 13 and appoints the Trustee his attorney-in-fact for any and all such purposes. 
 SECTION 13.6. Notices to Trustee. The Issuer shall give prompt written notice to the Trustee of any fact known to the Issuer which would prohibit the making of any payment to or by the Trustee in
respect of the Securities. Failure to give such notice shall not affect the subordination of the Securities to Senior Indebtedness. Notwithstanding the provisions of this Article 13 or any other provisions of this Indenture, neither the Trustee nor
any Paying Agent (other than the Issuer) shall be charged with knowledge of the existence of any Senior Indebtedness or of any event which would prohibit the making of any payment of moneys to or by the Trustee or such Paying Agent, unless and until
the Trustee or such Paying Agent shall have received (in the case of the Trustee, at its Corporate Trust Office) written notice thereof from the Issuer or from the holder of any Senior Indebtedness or from the trustee for any such holder, together
with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of such trustee; provided, however, that if at least two Business Days prior to the date upon which by the terms hereof any such moneys may become
payable for any purpose (including, without limitation, the payment of either the principal (and premium, if any) or interest on any Security) the Trustee shall not have received with respect to such moneys the notice 

  
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provided for in this Section 13.6, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and to apply the
same to the purpose for which they were received, and shall not be affected by any notice to the contrary, which may be received by it within two Business Days prior to such date. The Trustee shall be entitled to conclusively rely on the delivery to
it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such a notice has been given by a holder of Senior Indebtedness or a trustee on behalf of any
such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article
13, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under this Article 13 and, if such evidence is not furnished, the Trustee may defer any payment to such person pending judicial determination as to the right of such person to
receive such payment. 
 SECTION 13.7. Trustee as Holder of Senior Indebtedness. The Trustee in its individual capacity
shall be entitled to all the rights set forth in this Article 13 in respect of any Senior Indebtedness at any time held by it to the same extent as any other holder of Senior Indebtedness and nothing in this Indenture shall be construed to deprive
the Trustee of any of its rights as such holder. Nothing in this Article 13 shall apply to claims, of, or payments to, the Trustee under or pursuant to Section 6.6. 
 SECTION 13.8. Modification of Terms of Senior Indebtedness. Any renewal or extension of the time of payment of any Senior Indebtedness or the exercise by the holders of Senior Indebtedness of any
of their rights under any instrument creating or evidencing Senior Indebtedness, including, without limitation, the waiver of default thereunder, may be made or done all without notice to or assent from the Holders of the Securities or the Trustee.
No compromise, alteration, amendment, modification, extension, renewal or other change of, or waiver, consent or other action in respect of, any liability or obligation under or in respect of, or of any of the terms, covenants or conditions of any
indenture or other instrument under which any Senior Indebtedness is outstanding or of 

  
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such Senior Indebtedness, whether or not such release is in accordance with the provisions of any applicable document, shall in any way alter or affect any of the provisions of this Article 13 or
of the Securities relating to the subordination thereof. 
 SECTION 13.9. Reliance on Judicial Order or Certificate of
Liquidation Agent. Upon any payment or distribution of assets of the Issuer referred to in this Article 13, the Trustee and the Holders of the Securities shall be entitled to rely upon any order or decree entered by any court of competent
jurisdiction in which each insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver,
assignee for the benefit of creditors, agent or other person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the persons entitled to participate in such payment or
distribution, the holders of Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or payable therein, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 13. The Issuer,
for itself, its successors and assigns, covenants and agrees, and each Holder of Securities by his acceptance thereof, likewise covenants and agrees, that the payment of the principal of (and premium, if any) and interest on each and all of the
Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Indebtedness. 

SECTION 13.10. Subordination Rights Not Impaired by Acts or Omissions of the Issuer or Holders of Senior Indebtedness. No right of
any present or future holders of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Issuer or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Issuer with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with. The holders of Senior
Indebtedness, may at any time or from time to time and in their absolute direction, change the manner, place or terms of payment, change or extend the time of payment of, or renew or alter, any such Senior Indebtedness, or amend or supplement any
instrument pursuant 

  
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to which any such Senior Indebtedness is issued or by which it may be secured, or release any security therefor, or exercise or refrain from exercising any other of their rights under such Senior
Indebtedness, including, without limitation, the waiver of default thereunder, all without notice to or assent from the Holders of the Securities or the Trustee and without affecting the obligations of the Issuer, the Trustee or the Holders of
Securities under this Article 13. 
 SECTION 13.11. Trustee Not Fiduciary for Holders of Senior Indebtedness. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of the Senior Indebtedness, and shall not be liable to any such holders if it shall mistakenly pay over or distribute money or assets to securityholders or the Issuer. With respect to the
holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article 13 and no implied covenants or obligations with respect to holders of Senior
Indebtedness shall be read into this Indenture against the Trustee. 
 SECTION 13.12. Defeasance. The terms of this
Article 13 shall not apply to payments from money or the proceeds from government obligations held in trust by the Trustee for the payment of principal and interest on the Securities pursuant to Section 10.2. 

SECTION 13.13. Applicability of Article. Unless specified otherwise pursuant to Section 2.3 for Securities of a series, this
Article 13 shall apply to each series of Securities issued under this Indenture. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of
June 1, 2012. 
  

			
	UNISYS CORPORATION
		
	By:	 	 /s/ Scott A. Battersby

	Name:	 	Scott A. Battersby
	Title:	 	Vice President and Treasurer
	
	WELLS FARGO BANK,
	 NATIONAL ASSOCIATION

not in its individual capacity,
 but solely as
Trustee

		
	By:	 	 /s/ Raymond Delli Colli

	Name:	 	Raymond Delli Colli
	Title:	 	Vice President



  
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