Senior Indenture



 Exhibit 4.7 
  

 PERRY ELLIS INTERNATIONAL, INC.

 as Issuer, 
 THE SUBSIDIARY
GUARANTORS, 
 as Guarantors, 
 and 
 U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee 
 Indenture 
 Dated as of
            , 2007 
 Providing for the Issuance 
 of 
 Senior Debt Securities 
  








 PERRY ELLIS INTERNATIONAL, INC. 
 Reconciliation and tie between Trust Indenture Act of 1939 
 and Indenture dated as of
_____________, 200__ 
  

					
	 TRUST INDENTURE ACT SECTION
	  	INDENTURE SECTION
	 Section 310
	 	 (a)(1)
	  	608
		 	 (a)(2)
	  	608
		 	 (a)(3)
	  	614
		 	 (a)(4)
	  	Not Applicable
		 	 (a)(5)
	  	608
		 	 (b)
	  	613
		 	 (c)
	  	Not Applicable
	 Section 311
	 	 (a)
	  	616
		 	 (b)
	  	616
		 	 (c)
	  	Not Applicable
	 Section 312
	 	 (a)
	  	701
		 	 (b)
	  	701
		 	 (c)
	  	701
	 Section 313
	 	 (a)
	  	702
		 	 (b)
	  	702
		 	 (c)
	  	702
		 	 (d)
	  	702
	 Section 314
	 	 (a)
	  	703; 1006
		 	 (b)
	  	Not Applicable
		 	 (c)(1)
	  	102
		 	 (c)(2)
	  	102
		 	 (c)(3)
	  	Not Applicable
		 	 (d)
	  	Not Applicable
		 	 (e)
	  	102
	 Section 315
	 	 (a)
	  	602
		 	 (b)
	  	601
		 	 (c)
	  	602
		 	 (d)
	  	602
	 Section 316
	 	 (a) (last sentence)
	  	101 (“Outstanding”)
		 	 (a)(1)(A)
	  	502, 512
		 	 (a)(1)(B)
	  	514
		 	 (b)
	  	508
		 	 (c)
	  	104
	 Section 317
	 	 (a)(1)
	  	503
		 	 (a)(2)
	  	504
		 	 (b)
	  	1003
	 Section 318
	 	 (a)
	  	113
		 	 (b)
	  	Not Applicable
		 	 (c)
	  	113



	NOTE:	This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture. 








 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page
	ARTICLE ONE
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
			
	Section 101.	  	Definitions	  	1
	Section 102.	  	Compliance Certificates and Opinions	  	12
	Section 103.	  	Form of Documents Delivered to Trustee	  	12
	Section 104.	  	Acts of Holders	  	13
	Section 105.	  	Notices, Etc., to Trustee and Company	  	14
	Section 106.	  	Notice to Holders; Waiver	  	15
	Section 107.	  	Effect of Headings and Table of Contents	  	16
	Section 108.	  	Successors and Assigns	  	16
	Section 109.	  	Separability Clause	  	16
	Section 110.	  	Benefits of Indenture	  	16
	Section 111.	  	Governing Law	  	16
	Section 112.	  	Legal Holidays	  	16
	Section 113.	  	Conflict of Any Provision of Indenture with Trust Indenture Act	  	17
	Section 114.	  	No Recourse against Others	  	17
	Section 115.	  	Waiver of Trial by Jury	  	17
	
	ARTICLE TWO
	SECURITIES FORMS
			
	Section 201.	  	Forms of Securities	  	17
	Section 202.	  	Form of Trustee’s Certificate of Authentication	  	18
	Section 203.	  	Securities Issuable in Global Form	  	18
	Section 204.	  	Form of Legend for Book-Entry Securities	  	19
	
	ARTICLE THREE
	THE SECURITIES
			
	Section 301.	  	Amount Unlimited; Issuable in Series	  	20
	Section 302.	  	Denominations	  	24
	Section 303.	  	Execution, Authentication, Delivery and Dating	  	24
	Section 304.	  	Temporary Securities	  	26
	Section 305.	  	Registration, Registration of Transfer and Exchange	  	29
	Section 306.	  	Mutilated, Destroyed, Lost and Stolen Securities	  	32
	Section 307.	  	Payment of Interest; Interest Rights Preserved; Optional Interest Reset	  	33
	Section 308.	  	Optional Extension of Maturity	  	36
	Section 309.	  	Persons Deemed Owners	  	37
	Section 310.	  	Cancellation	  	37
	Section 311.	  	Computation of Interest	  	38
	Section 312.	  	Currency and Manner of Payments in Respect of Securities	  	38
	Section 313.	  	Appointment and Resignation of Successor Exchange Rate Agent	  	41

  

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	Section 314.	  	CUSIP Numbers	  	42
	
	ARTICLE FOUR
	SATISFACTION AND DISCHARGE
			
	Section 401.	  	Satisfaction and Discharge of Indenture	  	42
	Section 402.	  	Application of Trust Funds	  	44
	Section 403.	  	Repayment to the Company	  	44
	Section 404.	  	Survival	  	44
	Section 405.	  	Reinstatement	  	45
	
	ARTICLE FIVE
	REMEDIES
			
	Section 501.	  	Events of Default	  	45
	Section 502.	  	Acceleration of Maturity; Rescission and Annulment	  	47
	Section 503.	  	Collection of Indebtedness and Suits for Enforcement by Trustee	  	49
	Section 504.	  	Trustee May File Proofs of Claim	  	50
	Section 505.	  	Trustee May Enforce Claims Without Possession of Securities or Coupons	  	50
	Section 506.	  	Application of Money Collected	  	51
	Section 507.	  	Limitation on Suits	  	51
	Section 508.	  	Unconditional Right of Holders to Receive Principal, Premium and Interest and Additional Amounts, if Any	  	52
	Section 509.	  	Restoration of Rights and Remedies	  	52
	Section 510.	  	Rights and Remedies Cumulative	  	52
	Section 511.	  	Delay or Omission Not Waiver	  	52
	Section 512.	  	Control by Holders of Securities	  	52
	Section 513.	  	Undertaking for Costs	  	53
	Section 514.	  	Waiver of Past Defaults	  	53
	Section 515.	  	Waiver of Usury, Stay or Extension Laws	  	53
	
	ARTICLE SIX
	THE TRUSTEE
			
	Section 601.	  	Notice of Defaults	  	54
	Section 602.	  	Duties of Trustee	  	54
	Section 603.	  	Certain Rights of Trustee	  	55
	Section 604.	  	Not Responsible for Recitals or Issuance of Securities	  	57
	Section 605.	  	May Hold Securities	  	57
	Section 606.	  	Money Held in Trust	  	58
	Section 607.	  	Compensation and Reimbursement	  	58
	Section 608.	  	Corporate Trustee Required; Eligibility	  	58
	Section 609.	  	Resignation and Removal; Appointment of Successor	  	59
	Section 610.	  	Acceptance of Appointment by Successor	  	60
	Section 611.	  	Merger, Conversion, Consolidation or Succession to Business	  	61
	Section 612.	  	Appointment of Authenticating Agent	  	62

  

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	Section 613.	  	Conflicting Interests	  	63
	Section 614.	  	Appointment of Co-Trustee	  	63
	Section 615.	  	Trustee’s Application for Instructions from the Company	  	64
	Section 616.	  	Preferential Collection of Claims Against Company	  	65
	
	ARTICLE SEVEN
	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
			
	Section 701.	  	Disclosure of Names and Addresses of Holders	  	65
	Section 702.	  	Reports by Trustee	  	66
	Section 703.	  	Reports by Company	  	66
	Section 704.	  	Calculation of Original Issue Discount	  	67
	
	ARTICLE EIGHT
	CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
			
	Section 801.	  	Company May Consolidate, Etc., Only on Certain Terms	  	67
	Section 802.	  	Successor Person Substituted	  	68
	Section 803.	  	Officers’ Certificate and Opinion of Counsel	  	69
	
	ARTICLE NINE
	SUPPLEMENTAL INDENTURES
			
	Section 901.	  	Supplemental Indentures Without Consent of Holders	  	69
	Section 902.	  	Supplemental Indentures with Consent of Holders	  	71
	Section 903.	  	Execution of Supplemental Indentures	  	72
	Section 904.	  	Effect of Supplemental Indentures	  	72
	Section 905.	  	Conformity with Trust Indenture Act	  	72
	Section 906.	  	Reference in Securities to Supplemental Indentures	  	72
	
	ARTICLE TEN
	COVENANTS
			
	Section 1001.	  	Payment of Principal, Premium, if any, and Interest	  	73
	Section 1002.	  	Maintenance of Office or Agency	  	73
	Section 1003.	  	Money for Securities Payments to be Held in Trust	  	75
	Section 1004.	  	Corporate Existence	  	76
	Section 1005.	  	Additional Amounts	  	76
	Section 1006.	  	Statement as to Compliance	  	77
	Section 1007.	  	Waiver of Certain Covenants	  	77
	Section 1008.	  	Statement by Officers as to Default	  	78
	
	ARTICLE ELEVEN
	REDEMPTION OF SECURITIES
			
	Section 1101.	  	Applicability of Article	  	78
	Section 1102.	  	Election to Redeem; Notice to Trustee	  	78
	Section 1103.	  	Selection by Trustee of Securities to be Redeemed	  	78

  

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	Section 1104.	  	Notice of Redemption	  	79
	Section 1105.	  	Deposit of Redemption Price	  	80
	Section 1106.	  	Securities Payable on Redemption Date	  	80
	Section 1107.	  	Securities Redeemed in Part	  	81
	
	ARTICLE TWELVE
	SINKING FUNDS
			
	Section 1201.	  	Applicability of Article	  	81
	Section 1202.	  	Satisfaction of Sinking Fund Payments with Securities	  	82
	Section 1203.	  	Redemption of Securities for Sinking Fund	  	82
	
	ARTICLE THIRTEEN
	REPAYMENT AT THE OPTION OF HOLDERS
			
	Section 1301.	  	Applicability of Article	  	82
	Section 1302.	  	Repayment of Securities	  	83
	Section 1303.	  	Exercise of Option	  	83
	Section 1304.	  	When Securities Presented for Repayment Become Due and Payable	  	83
	Section 1305.	  	Securities Repaid in Part	  	84
	
	ARTICLE FOURTEEN
	DEFEASANCE AND COVENANT DEFEASANCE
			
	Section 1401.	  	Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance	  	85
	Section 1402.	  	Defeasance and Discharge	  	85
	Section 1403.	  	Covenant Defeasance	  	86
	Section 1404.	  	Conditions to Defeasance or Covenant Defeasance	  	86
	Section 1405.	  	Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	  	88
	Section 1406.	  	Reinstatement	  	89
	
	ARTICLE FIFTEEN
	MEETINGS OF HOLDERS OF SECURITIES
			
	Section 1501.	  	Purposes for Which Meetings May Be Called	  	89
	Section 1502.	  	Call, Notice and Place of Meetings	  	89
	Section 1503.	  	Persons Entitled to Vote at Meetings	  	90
	Section 1504.	  	Quorum; Action	  	90
	Section 1505.	  	Determination of Voting Rights; Conduct and Adjournment of Meetings	  	91
	Section 1506.	  	Counting Votes and Recording Action of Meetings	  	92
	
	ARTICLE SIXTEEN
	GUARANTEES
			
	Section 1601.	  	Unconditional Guarantee	  	92

  

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	Section 1602.	  	Limitation of Subsidiary Guarantor’s Liability	  	93
	Section 1603.	  	Contribution	  	94
	Section 1604.	  	Execution and Delivery of Subsidiary Guarantees	  	94
	Section 1605.	  	Severability	  	94
	
	 EXHIBIT A – FORMS OF CERTIFICATES


  

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 INDENTURE, dated as of
                    , 2007 between PERRY ELLIS INTERNATIONAL, INC., a Florida corporation (hereinafter called
the “Company”), having its principal office at 3000 N.W. 107th Avenue, Miami, FL 33172, the
SUBSIDIARY GUARANTORS, listed as signatories hereto, and U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee (hereinafter called the “Trustee”). 
 RECITALS OF THE COMPANY 
 WHEREAS, the Company deems it necessary to issue from time to time for its lawful
purposes senior debt securities (hereinafter called the “Securities”) evidencing its unsecured and senior indebtedness, which may or may not be convertible into or exchangeable for any securities of any Person (including the Company),
and has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of the Securities, to be issued in one or more series, unlimited as to principal amount, to bear such rates of interest, to mature at
such times and to have such other provisions as provided in this Indenture; 
 WHEREAS, this Indenture is subject to the provisions of the
Trust Indenture Act of 1939, as amended, that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions; and 
 WHEREAS, all things necessary to make this Indenture a valid and legally binding agreement of the Company and each Subsidiary Guarantor, in accordance with its terms, have been done; 
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 
 For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities and coupons, or of a series
thereof, as follows: 
 ARTICLE ONE 
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 
 Section 101. Definitions. 
 (a) For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires or unless such
definition is changed or amended in a supplement or amendment to this Indenture: 
 (1) the terms defined in this Article have
the meanings assigned to them in this Article, and include the plural as well as the singular; 
 (2) all other terms used
herein which are defined in the TIA, either directly or by reference therein, have the meanings assigned to them therein, and the terms “cash transaction” and “self-liquidating paper”, as used in TIA Section 311, shall have
the meanings assigned to them in the rules of the Commission adopted under the TIA; 







 (3) all accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall
mean such accounting principles as are generally accepted in the United States at the date of such computation; and 
 (4) 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. 
 (b) Certain terms, used principally in Article Three, Article Five and Article Six are defined in those Articles. 
 (c) Other terms are defined as follows: 
 “Act”, when used with respect to any Holder, has the meaning specified in Section 104. 
 “Additional Amounts” means any additional amounts which are required by a Security or by or pursuant to a Board Resolution, under circumstances specified therein, to be paid by the Company in respect
of certain taxes imposed on certain Holders and which are owing to such Holders. 
 “Affiliate” of any
specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any
specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing. 
 “Authenticating Agent” means any Person
appointed by the Trustee to act on behalf of the Trustee pursuant to Section 612 to authenticate Securities. 
 “Authorized Newspaper” means a newspaper, in the English language or in an official language of the country of publication, customarily published on each Business Day, whether or not published on Saturdays, Sundays or
holidays, and of general circulation in each place in connection with which the term is used or in the financial community of each such place. Where successive publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different newspapers in the same city meeting the foregoing requirements and in each case on any Business Day. 
 “Bearer Security” means any Security established pursuant to Section 201 which is payable to bearer or that is otherwise not a Registered Security. 
 “Board of Directors” means the board of directors of the Company or the executive committee or any committee of that
board duly authorized to act hereunder. 
  

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 “Board Resolution” means a copy of a resolution certified by the
Secretary or an Assistant Secretary or any Vice President of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. 
 “Business Day”, when used with respect to any Place of Payment or any other particular location referred to in this
Indenture or in the Securities, means, unless otherwise specified with respect to any Securities pursuant to Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of
Payment or other location are authorized or obligated by law or executive order to close. 
 “Capital Stock”
means (i) in the case of a corporation, corporate stock; (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
(iii) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and (iv) any other interest or participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person. 
 “Clearstream” means Clearstream
Banking société anonyme or its successor. 
 “Commission” means the Securities and Exchange
Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the TIA, then the body performing
such duties at such time. 
 “Common Depositary” has the meaning specified in Section 304. 

“Company” means the Person named as the “Company” in the first paragraph of this Indenture until a
successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter, “Company” shall mean such successor corporation. 
 “Company Request” and “Company Order” mean, respectively, a written request or order signed in the name
of the Company by the Chairman, the President, the Chief Executive Officer, the Chief Financial Officer or a Vice President, and by the Treasurer, an Assistant Treasurer, the Controller or an Assistant Controller, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee. 
 “Conversion Date” has the meaning specified in
Subsection 312(d). 
 “Conversion Event” means the cessation of use of (1) a Foreign Currency both
by the government of the country which issued such Currency and by a central bank or other public institutions of or within the international banking community for the settlement of transactions, (2) the euro for the settlement of transactions
by public institutions of or within the European Communities or (3) any currency unit (or composite currency) other than the euro for the purposes for which such currency unit was established. 
  

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 “Corporate Trust
Office” means the office of the Trustee at which, at any particular time, its corporate trust business shall be principally administered, which office at the date hereof is located at 100 Wall Street, 16th Floor, New York, NY 10005. 
 “Corporation” includes corporations, associations, limited liability companies, companies and business trusts. 
 “Coupon” means any interest coupon appertaining to a Bearer Security. 
 “Credit Agreement” means that certain Loan and Security Agreement, dated as of October 1, 2002, as amended, by and
among the Company, the guarantor Subsidiaries named therein, Wachovia Bank, National Association, as successor-in-interest to Congress Financial Corporation (Florida), as Agent, and the other lenders named therein, including any related letters of
credit, notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, replaced or refinanced from time to time by one or more credit
facilities, in which case, the credit agreement or similar agreement together with all other documents and instruments related thereto shall constitute the “Credit Agreement,” whether the same or different agents and lenders and
whether or not increasing the amount thereunder. 
 “Credit Facilities” means, one or more debt facilities
(including, without limitation, the Credit Agreement and the Letter of Credit Facilities (and any hedging arrangements with the lenders thereunder or Affiliates of such lenders, secured by the collateral securing the Company’s obligations under
the Credit Agreement) or commercial paper facilities or other agreements or indentures, in each case with banks or other lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to
such lenders or to special purpose entities formed to borrow from such lenders against such receivables)) or letters of credit or other debt, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part
from time to time by one or more of such facilities, whether with the same or different banks and lenders and whether or not increasing the amount thereunder. 
 “Currency” means any currency or currencies, composite currency or currency unit or currency units, including, without
limitation, the euro, issued by the government of one or more countries or by any reorganized confederation or association of such governments. 
 “Default” means any event which is, or after notice or passage of time or both would be, an Event of Default. 
 “Defaulted Interest” has the meaning specified in Section 307(e). 
 “Depositary Participant” means, with respect to the Depository Trust Company (the “Depositary”) or its
nominee, an institution that has an account therewith. 
 “Dollar” or “$” means a dollar or
other equivalent unit in such coin or currency of the United States of America as at the time shall be legal tender for the payment of public and private debts. 
  


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 “Dollar Equivalent of the Currency Unit” has the meaning specified in
Section 312(g). 
 “Dollar Equivalent of the Foreign Currency” has the meaning specified in
Section 312(f). 
 “Election Date” has the meaning specified in Subsection 312(h). 
 “Euroclear” means Euroclear Bank, or its successor as operator of the Euroclear System. 
 “European Communities” means the European Union, the European Coal and Steel Community and the European Atomic Energy
Community. 
 “Event of Default” has the meaning specified in Section 501. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 “Exchange Date” has the meaning specified in Section 304. 
 “Exchange Rate Agent” means, with respect to Securities of or within any series unless otherwise specified with respect
to any Securities pursuant to Section 301, a New York Clearing House bank designated pursuant to Section 301 or Section 313. 
 “Exchange Rate Officer’s Certificate” means a certificate setting forth (1) the applicable Market Exchange Rate or the applicable bid quotation and (2) the Dollar or Foreign Currency
amounts of principal (and premium, if any) and interest, if any (on an aggregate basis and on the basis of a Security having the lowest denomination principal amount determined in accordance with Section 302 in the relevant Currency), payable
with respect to a Security of any series on the basis of such Market Exchange Rate signed by the Chief Financial Officer, the Treasurer, the Controller, any Vice President or any Assistant Treasurer or Assistant Controller of the Company.

 “Foreign Currency” means any Currency, including, without limitation, the euro, issued by the government
of one or more countries other than the United States of America or by any recognized confederation or association of such governments. 
 “Government Obligations” means, unless otherwise specified with respect to any series of Securities pursuant to Section 301, securities which are: 
 (1) direct obligations of the government which issued the Currency in which the Securities of a particular series are payable, or

 (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of such government which
issued the Currency in which the Securities of such series are payable, the payment of which is unconditionally guaranteed by such government, which, in either case, are full faith and credit obligations of such government payable in 

  

 5 








 
such Currency and are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust
company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of any such Government Obligation held by such custodian for the account of the holder of a depository receipt; provided
that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation or the
specific payment of interest on or principal of the Government Obligation evidenced by such depository receipt. 
 “Guarantee” means a guarantee, other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any indebtedness. The terms “guarantee and “guaranteed” used as a verb shall have a correlative meaning. 
 “Holder” means, in the case of a Registered Security, the Person in whose name a Security is registered in the Security
Register and, in the case of a Bearer Security, the bearer thereof and, when used with respect to any coupon, shall mean the bearer thereof. 
 “Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof, and shall include the terms of particular series of Securities established as contemplated by Section 301; provided, that, if at any time more than one Person is acting as Trustee under this instrument,
“Indenture” shall mean, with respect to any one or more series of Securities for which such Person is Trustee, this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of the or those particular series of Securities for which such Person is Trustee established as contemplated by Section 301, exclusive,
however, of any provisions or terms which relate solely to other series of Securities for which such Person is not Trustee, regardless of when such terms or provisions were adopted, and exclusive of any provisions or terms adopted by means of one or
more indentures supplemental hereto executed and delivered after such Person had become such Trustee but to which such Person, as such Trustee, was not a party. 
 “Indexed Security” means a Security as to which all or certain interest payments and/or the principal amount payable at
Maturity are determined by reference to prices, changes in prices, or differences between prices, of securities, Currencies, intangibles, goods, articles or commodities or by such other objective price, economic or other measures as are specified in
Section 301 hereof. 
 “interest”, when used with respect to an Original Issue Discount Security which
by its terms bears interest only after Maturity, shall mean interest payable after Maturity, and, when used with respect to a Security which provides for the payment of Additional Amounts pursuant to Section 1005 or otherwise, includes such
Additional Amounts. 
  

 6 








 “Interest Payment Date”, when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security. 
 “Letter of Credit Facilities”, means
the letters of credit entered into by the Company in the ordinary course of business as the same may be amended, supplemented or otherwise modified including any refinancing, refunding, replacement or extension thereof. 
 “Market Exchange Rate” means, unless otherwise specified with respect to any Securities pursuant to Section 301,
(1) for any conversion involving a currency unit on the one hand and Dollars or any Foreign Currency on the other, the exchange rate between the relevant currency unit and Dollars or such Foreign Currency calculated by the method specified
pursuant to Section 301 for the Securities of the relevant series, (2) for any conversion of Dollars into any Foreign Currency, the noon (New York City time) buying rate for such Foreign Currency for cable transfers quoted in New York City
as certified for customs purposes by the Federal Reserve Bank of New York and (3) for any conversion of one Foreign Currency into Dollars or another Foreign Currency, the spot rate at noon local time in the relevant market at which, in
accordance with normal banking procedures, the Dollars or Foreign Currency into which conversion is being made could be purchased with the Foreign Currency from which conversion is being made from major banks located in either New York City, London
or any other principal market for Dollars or such purchased Foreign Currency, in each case determined by the Exchange Rate Agent. Unless otherwise specified with respect to any Securities pursuant to Section 301, in the event of the
unavailability of any of the exchange rates provided for in clauses (1), (2) and (3) of this definition, the Exchange Rate Agent shall use, in its sole discretion and without liability on its part, such quotation of the Federal
Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in New York City, London or another principal market for the Currency in question, or such other quotations as the Exchange Rate Agent shall
deem appropriate. Unless otherwise specified by the Exchange Rate Agent, 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 non-resident issuer of securities designated in such Currency would purchase such Currency in order to make payments in respect of such securities. 
 “Maturity”, when used with respect to any Security, means the date on which the principal of such Security or an
installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, notice of redemption, notice of option to elect repayment, notice of exchange or conversion or
otherwise. 
 “Officer” means, with respect to any Person, the Chairman of the Board, the President, any Vice
President, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, the Controller, the Secretary or the Assistant Secretary of such Person. 
 “Officers’ Certificate” means, with respect to any Person, a certificate signed by two Officers, one of which must
be the principal executive, principal financial officer or principal accounting officer of such Person and the other of which must be the Treasurer, Assistant Treasurer, Secretary, Assistant Secretary, the President or any Vice President of the
Company. 
  

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 “Opinion of Counsel” means a written opinion of counsel, who may be
counsel for the Company or who may be an employee of or other counsel for the Company (or any Subsidiary Guarantor, if applicable). 
 “Original Issue Discount Security” means any Security which 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 502. 
 “Outstanding”, when used with respect to Securities or any series of any Securities,
means, as of the date of determination, all Securities or all Securities of such series, as the case may be, theretofore authenticated and delivered under this Indenture, except: 
 (1) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; 
 (2) Securities, or portions thereof, for whose payment or redemption or repayment at the option of the Holder money in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as Paying Agent) for the Holders of such Securities and any
coupons appertaining thereto, provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; 
 (3) Securities, except to the extent provided in Sections 1402 and 1403, with respect to which the Company has effected defeasance
and/or covenant defeasance as provided in Article Fourteen; and 
 (4) Securities which have been paid pursuant to
Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; 
 provided, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a
meeting of Holders for quorum purposes, and for the purpose of making the calculations required by TIA Section 313, (i) the principal amount of an Original Issue Discount Security that may be counted in making such determination or
calculation and that shall be deemed to be Outstanding for such purpose shall be equal to the amount of principal thereof that would be (or shall have been declared to be) due and payable, at the time of such determination, upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502, (ii) the principal amount of any Security denominated in a Foreign Currency that may be counted in making such determination or calculation and that shall be deemed Outstanding
for such purpose shall be equal to the Dollar equivalent, determined as of the date such Security is originally issued by the Company as set forth in an Exchange Rate Officer’s Certificate delivered to the Trustee, of the principal amount (or,
in the case of an Original Issue Discount Security or Indexed Security, the Dollar equivalent as of such date of original 

  

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issuance of the amount determined as provided in clause (i) or clause (iii) of this definition, respectively) of such Security, (iii) the
principal amount of any Indexed Security that may be counted in making such determination or calculation and that shall be deemed outstanding for such purpose shall be equal to the principal face amount of such Indexed Security at original issuance,
unless otherwise provided with respect to such Security pursuant to Section 301, and (iv) Securities owned by the Company or a Subsidiary Guarantor or any other obligor upon the Securities or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making such calculation or in relying upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or a Subsidiary Guarantor or any other obligor upon the Securities or any Affiliate of the Company or of such
other obligor. 
 “Parent Entity” means the entity that holds all of the Capital Stock of the Company upon
the occurrence of a reorganization. 
 “Paying Agent” means any Person (including the Company acting as
Paying Agent) authorized by the Company to pay the principal of (or premium, if any) or interest, if any, on any Securities or coupons on behalf of the Company. 
 “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. 
 “Place of Payment” means, when used with respect to the Securities of or within any series, the place or places where the principal of (and premium, if any) and interest, if any, on such Securities are payable as specified
and as contemplated by Sections 301 and 1002. 
 “Predecessor Security” of any particular Security means
every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu
of a mutilated, destroyed, lost or stolen Security or a Security to which a mutilated, destroyed, lost or stolen coupon appertains shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security or the Security to
which the mutilated, destroyed, lost or stolen coupon appertains. 
 “Redemption Date”, when used with
respect to any Security to be redeemed, in whole or in part, means the date fixed for such redemption by or pursuant to this Indenture. 
 “Redemption Price”, when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture. 
 “Registered Security” means any Security that is registered in the Security Register. 
  

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 “Regular Record Date” for the interest payable on any Interest Payment
Date on the Registered Securities of or within any series means the date specified for that purpose as contemplated by Section 301, whether or not a Business Day. 
 “Repayment Date” means, when used with respect to any Security to be repaid at the option of the Holder, the date fixed
for such repayment by or pursuant to this Indenture. 
 “Repayment Price” means, when used with respect to
any Security to be repaid at the option of the Holder, the price at which it is to be repaid by or pursuant to this Indenture. 
 “Responsible Officer” shall mean, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant treasurer, trust
officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such
person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. 
 “Restricted Subsidiaries” means [                ]. 
 “Security” or “Securities” has the meaning stated in the first recital of this Indenture and, more
particularly, means any Security or Securities authenticated and delivered under this Indenture; provided, that, if at any time there is more than one Person acting as Trustee under this Indenture, “Securities” with respect to the
Indenture as to which such Person is Trustee shall have the meaning stated in the first recital of this Indenture and shall more particularly mean Securities authenticated and delivered under this Indenture, exclusive, however, of Securities of any
series as to which such Person is not Trustee. 
 “Security Register” and “Security
Registrar” have the respective meanings specified in Section 305. 
 “Significant Subsidiary”
means any subsidiary that would constitute a “Significant Subsidiary” within the meaning of Article 1 of Regulation S-X, promulgated pursuant to the Exchange Act, as in force at the date as of which this Indenture was
executed. 
 “Special Record Date” for the payment of any Defaulted Interest on the Registered Securities of
or within any series means a date fixed by the Trustee pursuant to Section 307. 
 “Stated Maturity”,
when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security or a coupon representing such installment of interest as the fixed date on which the principal of such
Security or such installment of principal or interest is due and payable, as such date may be extended pursuant to the provisions of Section 308. 
 “Subsidiary” means any corporation of which at the time of determination the Company, directly and/or indirectly through one or more Subsidiaries, owns more than 50% of the shares of Voting Stock.

  

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 “Subsidiary Guarantee” means a Guarantee by any Subsidiary Guarantor of
the Company’s payment obligations under the Securities on a senior basis. 
 “Subsidiary Guarantor”
means each guarantor of the Securities on the date hereof and thereafter, any other Subsidiary that executes a Subsidiary Guarantee in accordance with the provisions hereof, and their respective successors and assigns until released from their
obligations under their Subsidiary Guarantees and herein in accordance with the term hereof. 
 “Trust Indenture
Act” or “TIA” means the Trust Indenture Act of 1939 as in force at the date as of which this Indenture was executed, except as provided in Section 905. 
 “Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture until a
successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder; provided, that if at any time there is
more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean only the Trustee with respect to Securities of that series. 
 “United States” means, unless otherwise specified with respect to any Securities pursuant to Section 301, the United
States of America (including the states and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction. 
 “United States Person” means, unless otherwise specified with respect to any Securities pursuant to Section 301, an individual who is a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the United States or an estate the income of which is subject to United States federal income taxation regardless of its source or a trust whose administration is subject to
the primary supervision of a United States court and which has one or more United States persons who have the authority to control all of its decisions. 
 “Valuation Date” has the meaning specified in Subsection 312(c). 
 “Vice President” when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president”.

 “Voting Stock” means stock of the class or classes having general voting power under ordinary
circumstances to elect at least a majority of the board of directors, managers or trustees of a corporation (irrespective of whether or not at the time stock of any other class or classes shall have or might have voting power by reason of the
happening of any contingency). 
 “Yield to Maturity” means the yield to maturity, computed at the time of
issuance of a Security (or, if applicable, at the most recent redetermination of interest on such Security) and as set forth in such Security in accordance with generally accepted United States bond yield computation principles. 
  

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 Section 102. Compliance Certificates and Opinions. 
 (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company
shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of
such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating
to such particular application or request, no additional certificate or opinion need be furnished. 
 (b) Every certificate or
opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 1006) shall include: 
 (1) a statement that each individual signing such certificate or opinion has read such condition or covenant and the definitions herein relating thereto; 
 (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; 
 (3) a statement that, in the opinion of each such individual, he has made such
examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and 
 (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. 
 Section 103. Form of Documents Delivered to Trustee. 
 (a) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion as to some matters and one or more
other such Persons as to other matters, and any such Person may certify or give an opinion with respect to such matters in one or several documents. 
 (b) Any certificate or opinion of an Officer of the Company may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, or a certificate or representations by counsel, unless such Officer knows,
or in the exercise of reasonable care should know, that the opinion, certificate or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such Opinion of Counsel or certificate or
representations may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an Officer or Officers of the Company stating that the information as to such factual matters is in the possession of
the Company unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. 
  

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 (c) Where any Person is required to make, give or execute two or more applications,
requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 
 Section 104. Acts of Holders. 
 (a) Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the Outstanding Securities of all series or one or more series, as the case may be, may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed (which may be electronically signed) by such Holders in person or by agents duly appointed in writing. If Securities of a series are issuable as Bearer Securities, any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of Securities of such series may, alternatively, be embodied in and evidenced by the record of Holders of Securities of such series voting in favor
thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of Securities of such series duly called and held in accordance with the provisions of Article Fifteen, or a combination of such instruments and any such
record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument
or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company and any agent of
the Trustee or the Company, if made in the manner provided in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 1506. 
 (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of authority. The fact and date of the execution of any such instrument or writing, or the authority of the
Person executing the same, may also be proved in any other manner which the Trustee deems reasonably sufficient. 
 (c) The
principal amount and serial numbers of Registered Securities held by any Person, and the date of holding the same, shall be proved by the Security Register. 
 (d) The principal amount and serial numbers of Bearer Securities held by any Person, and the date of holding the same, may be proved by
the production of such Bearer Securities or by a certificate executed, as depositary, by any trust company, bank, banker or other depositary, wherever situated, if such certificate shall be deemed by the Trustee to be satisfactory, showing that at
the date therein mentioned such Person had on deposit with such depositary, or exhibited to it, the Bearer Securities therein described; or such facts may be proved by the certificate or affidavit of the Person holding such Bearer 

  

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Securities, if such certificate or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the Company may assume that such ownership of any
Bearer Security continues until (1) another certificate or affidavit bearing a later date issued in respect of the same Bearer Security is produced, or (2) such Bearer Security is produced to the Trustee by some other Person, or
(3) such Bearer Security is surrendered in exchange for a Registered Security, or (4) such Bearer Security is no longer Outstanding. The principal amount and serial numbers of Bearer Securities held by any Person, and the date of holding
the same, may also be proved in any other manner that the Trustee deems sufficient. 
 (e) If the Company shall solicit from
the Holders of Registered Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, in or pursuant to a Board Resolution, fix in advance a record date for the determination of
Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. Notwithstanding TIA Section 316(c), such record date shall be the record date
specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the date such solicitation is completed. If
such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be
deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than 180 days after the record date. 
 (f) Any request,
demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, any Security Registrar, any Paying Agent, any Authenticating Agent, or the Company in reliance thereon, whether or not notation of such action is
made upon such Security. 
 Section 105. Notices, Etc., to Trustee and Company. 
 (a) Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with, 
 (1) the Trustee by any Holder, or by the Company or
by any Subsidiary Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (which may be via facsimile) to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration,
or at any other address previously furnished in writing by the Trustee to the Holders, the Company or the Subsidiary Guarantors, or 
  

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 (2) the Company or the Subsidiary Guarantors by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company or the Subsidiary Guarantors addressed to it at the address of the Company’s principal
office specified in the first paragraph of this Indenture or at any other address previously furnished in writing to the Trustee by the Company or the Subsidiary Guarantors. 
 Section 106. Notice to Holders; Waiver. 
 (a) Where this Indenture provides for notice of any event to Holders of Registered Securities by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, or by email, to each such Holder affected by such event, at his physical address or email address as such address appears in the Security Register, not later than the latest date, and not earlier than
the earliest date, prescribed for the giving of such notice. In any case where notice to Holders of Registered Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder
shall affect the sufficiency of such notice with respect to other Holders of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice mailed to a Holder in the manner herein
prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice. 
 (b) In case, by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders of Registered Securities when
such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be sufficient giving of such notice for every purpose hereunder.

 (c) Except as otherwise expressly provided herein or otherwise specified with respect to any Securities pursuant to
Section 301, where this Indenture provides for notice to Holders of Bearer Securities of any event, such notice shall be sufficiently given to Holders of Bearer Securities if published at least twice in an Authorized Newspaper in The City of
New York and in such other city or cities as may be specified in such Securities on a Business Day, the first such publication to be not earlier than the earliest date, and not later than the latest date, prescribed for the giving of such
notice. Any such notice shall be deemed to have been given on the date of the first such publication. 
 (d) If by reason of
the suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any other cause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders
of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither the failure to give notice by publication to any Holder of Bearer Securities as provided
above, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein.

  

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 (e) Any request, demand, authorization, direction, notice, consent or waiver required or
permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. 
 (f) Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver. 
 Section 107. Effect of Headings and Table of Contents. 
 The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

 Section 108. Successors and Assigns. 
 All covenants and agreements in this Indenture by the Company or the Subsidiary Guarantors shall bind their successors and assigns, whether so expressed or not. 
 Section 109. Separability Clause. 
 In case any provision in this Indenture or in any Security, or coupon shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby. 
 Section 110. Benefits of Indenture. 
 Nothing in this Indenture or in the Securities, or coupons, express or implied, shall give to any Person, other than the parties hereto,
any Security Registrar, any Paying Agent, any Authenticating Agent and their successors hereunder and the Holders any benefit or any legal or equitable right, remedy or claim under this Indenture. 
 Section 111. Governing Law. 
 This Indenture, the Securities, and coupons shall be governed by and construed in accordance with the law of the State of New York. This Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions. 
 Section 112. Legal Holidays. 
 In any case where any Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or Maturity of
any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or any Security or coupon other than a provision in the Securities of any series which specifically states that such
provision shall apply in lieu of this Section), payment of principal (or premium, if any) or interest, if any, need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of 

  

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Payment with the same force and effect as if made on the Interest Payment Date, Redemption Date, Repayment Date or sinking fund payment date, or at the
Stated Maturity or Maturity; provided that no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or Maturity, as
the case may be. 
 Section 113. Conflict of Any Provision of Indenture with Trust Indenture Act. 
 If and to the extent that any provision of this Indenture limits, qualifies or conflicts with any provision (an “incorporated
provision”) required by or deemed to be included in this Indenture by operation of the TIA, such imposed duties or incorporated provisions shall control. If any provision of this Indenture modifies or excludes any provision of the TIA that may
be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or excluded, as the case may be. 
 Section 114. No Recourse against Others. 
 A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company or the Subsidiary Guarantors under the Securities, this Indenture or the Subsidiary Guarantees or for any claim based on, in respect of or by reason of such obligations or their
creation. Each Holder by accepting any of the Securities waives and releases all such liability. 
 Section 115. Waiver of Trial by
Jury. 
 The Company, the Subsidiary Guarantors, the Trustee, and Holders hereby irrevocably and unconditionally waive the
right to trial by jury in connection with any claim arising out of or relating to the Securities and under this Indenture. 
 ARTICLE TWO

 SECURITIES FORMS 
 Section 201. Forms of Securities. 
 (a) The Registered Securities, if any, of each series, the Bearer
Securities, if any, of each series and related coupons shall be in substantially the forms as shall be established in one or more indentures supplemental hereto or approved from time to time by or pursuant to a Board Resolution in accordance with
Section 301, shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements placed thereon as the Company, as the case may be, may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Securities may be listed, or to conform to usage. 
  

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 (b) Unless otherwise specified as contemplated by Section 301, Bearer Securities
shall have interest coupons attached. 
 (c) The definitive Securities and coupons shall be printed, lithographed or engraved
or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the Officers executing such Securities or coupons, as evidenced by their execution of
such Securities or coupons. 
 Section 202. Form of Trustee’s Certificate of Authentication. 
 Subject to Section 612, the Trustee’s certificate of authentication 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. 
  

			
	U.S. BANK TRUST NATIONAL ASSOCIATION
	as Trustee
		
	By: 	 	  
	Authorized Signatory



			
		
	Dated:	 	  


 Section 203. Securities Issuable in Global Form. 
 (a) If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then,
notwithstanding clause (8) of Subsection 301(b) and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall
represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to
reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given
by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the
Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or
Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement, delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not
be accompanied by an Opinion of Counsel. 
  

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 (b) The provisions of Subsection 303(h) shall apply to any Security represented by a
Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. 
 (c) Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of
principal of (and premium, if any) and interest, if any, on any Security in permanent global form shall be made to the Person or Persons specified therein. 
 (d) Notwithstanding the provisions of Section 309 and except as provided in Subsection (c) of this Section, the Company, the Trustee and any agent of the Company, and the Trustee shall treat as the Holder of
such principal amount of Outstanding Securities represented by a permanent global Security (1) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (2) in the
case of a permanent global Security in bearer form, Euroclear or Clearstream. 
 Section 204. Form of Legend for Book-Entry
Securities. 
 Any global Security authenticated and delivered hereunder shall bear a legend (which would be in addition
to any other legends required in the case of a restricted Security) in substantially the following form: 
 THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY, ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  

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 ARTICLE THREE 
 THE SECURITIES 
 Section 301. Amount Unlimited; Issuable in Series. 
 (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. 

(b) The Securities shall rank equally and pari passu and may be issued in one or more series. There shall be established in one or more
Board Resolutions or pursuant to authority granted by one or more Board Resolutions and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series, any or all of the following, as applicable (each of which (except for the matters set forth in clauses (1), (2) and (15) of this Subsection), if so provided, may
be determined from time to time by the Company with respect to unissued Securities of the series and set forth in such Securities of the series when issued from time to time): 
 (1) the title of the Securities of the series, including CUSIP Numbers (which shall distinguish the Securities of such series from all
other series of Securities); 
 (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 of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906, 1107
or 1305) and whether any series may be reopened for additional Securities of that series; in the event that such series of Securities may be reopened from time to time for issuances of additional Securities of such series, the terms thereof shall
indicate whether any such additional Securities shall have the same terms as the prior Securities of such series or whether the Company may establish additional or different terms with respect to such additional Securities; 
 (3) the date or dates, or the method by which such date or dates will be determined or extended, on which the principal (and premium, if
any,) of the Securities of the series shall be payable; 
 (4) the rate or rates at which the Securities of the series shall
bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrue or the method by which such date or dates shall be determined, the Interest Payment Dates on which such
interest shall be payable and the Regular Record Date, if any, for the interest payable on any Registered Security on any Interest Payment Date, or the method by which such date shall be determined, and the basis upon which interest shall be
calculated if other than on the basis of a 360-day year of twelve 30-day months; 
 (5) the place or places, if any, other
than or in addition to the Borough of Manhattan, The City of New York, where the principal of (and premium, if any) and interest, if any, on Securities of the series shall be payable, where any Registered Securities of the series may be surrendered
for registration of transfer, where Securities of the series may be surrendered for exchange, where Securities of the series that are convertible or exchangeable may be surrendered for conversion or 

  

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exchange, as applicable, and where notices or demands to or upon the Company in respect of the Securities of the series and this Indenture may be served;

 (6) the period or periods within which, or the date or dates on which, the price or prices at which, the Currency or
Currencies in which, and other terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option; 
 (7) the obligation, if any, of the Company to redeem, repay or purchase Securities of the series pursuant to any sinking fund or analogous
provision or at the option of a Holder thereof, and the period or periods within which or the date or dates on which, the price or prices at which, the Currency or Currencies in which, and other terms and conditions upon which Securities of the
series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation; 
 (8) if other than
denominations of $1,000 and any integral multiple thereof, the denomination or denominations in which any Registered Securities of the series shall be issuable and, if other than denominations of $5,000, the denomination or denominations in which
any Bearer Securities of the series shall be issuable; 
 (9) if other than the Trustee, the identity of each Security
Registrar and/or Paying Agent; 
 (10) if other than the principal amount thereof, the portion of the principal amount of
Securities of the series that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or the method by which such portion shall be determined; 
 (11) if other than Dollars, the Currency or Currencies in which payment of the principal of (or premium, if any) or interest, if any, on
the Securities of the series shall be made or in which the Securities of the series shall be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of any of the provisions of Section 312;

 (12) whether the amount of payments of principal of (or premium, if any) or interest, if any, on the Securities of the
series may be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on one or more Currencies, commodities, equity indices or other indices), and the manner in which such
amounts shall be determined; 
  

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 (13) whether the principal of (or premium, if any) or interest, if any, on the Securities
of the series are to be payable, at the election of the Company or a Holder thereof, in a Currency other than that in which such Securities are denominated or stated to be payable, the period or periods within which (including the Election Date),
and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency in which such Securities are denominated or stated to be payable and the Currency in which such
Securities are to be so payable, in each case in accordance with, in addition to or in lieu of any of the provisions of Section 312; 
 (14) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified; 
 (15) any deletions from, modifications of or additions to the Events of Default or covenants or other provisions (including any deletions
from, modifications of or additions to any of the provisions of Section 1007) of the Company with respect to Securities of the series, whether or not such Events of Default or covenants or other provisions are consistent with the Events of
Default or covenants or other provisions set forth herein; 
 (16) whether Securities of the series are to be issuable as
Registered Securities, Bearer Securities or both, any restrictions applicable to the offer, sale or delivery of Bearer Securities, whether any Securities of the series are to be issuable initially in temporary global form and whether any Securities
of the series are to be issuable in permanent global form with or without coupons and, if so, whether beneficial owners of interests in any such permanent global Security may exchange such interests for Securities of such series and of like tenor of
any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 305, whether Registered Securities of the series may be exchanged for Bearer Securities of the
series (if permitted by applicable laws and regulations), whether Bearer Securities of the series may be exchanged for Registered Securities of such series, and the circumstances under which and the place or places where any such exchanges may be
made and if Securities of the series are to be issuable in global form, the identity of any initial depositary therefor; 
 (17) the date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding Securities of the series shall be dated if other than the date of original issuance of the first Security of the series
to be issued; 
 (18) the Person to whom any interest on any Registered Security of the series shall be payable, if other than
the Person in whose name such Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, the manner in which, or the Person to whom, any interest on any Bearer Security of
the series shall be payable, if otherwise than upon presentation and surrender of the coupons appertaining thereto as they severally mature, and the extent to which, or the manner in which, any interest payable on a temporary global Security on an
Interest Payment Date will be paid if other than in the manner provided in Section 304; 
  

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 (19) the applicability, if any, of Sections 1402 and 1403 to the Securities of the
series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Fourteen; 
 (20)
if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other
conditions, then the form and/or terms of such certificates, documents or conditions; 
 (21) whether, under what
circumstances and the Currency in which, the Company will pay Additional Amounts as contemplated by Section 1005 on the Securities of the series to any Holder who is not a United States person (including any modification to the definition of
such term) in respect of any tax, assessment or governmental charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option); 
 (22) the designation of the initial Exchange Rate Agent, if any; 
 (23) if the Securities of the series are to be convertible into or exchangeable for any securities of any Person (including the Company),
the terms and conditions upon which such Securities of the series will be so convertible or exchangeable (including, without limitation, the initial conversion price or rate, the conversion period, the conversion agent, if any, adjustments of the
applicable conversion price or rate and any requirements with respect to the reservation of shares or Securities for purposes of conversion); 
 (24) if the Securities of the series are to be issued upon the exercise of warrants, the time, manner and place for such Securities to be authenticated and delivered; and 
 (25) any other terms of the series (which terms shall not be inconsistent with the requirements of the TIA). 
 (c) All Securities of any one series and the coupons appertaining to any Bearer Securities of such series shall be substantially identical
except, in the case of Registered Securities, as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution (subject to Section 303) and set forth in such Officers’ Certificate or in any such indenture
supplemental hereto. Not all Securities of any one series need to be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the Holders, for issuances of additional Securities of such series or to
establish additional terms of such series of Securities (which additional terms shall only be applicable to unissued or additional Securities of such series). 
  

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 (d) If any of the terms of the Securities of any series are established by action taken
pursuant to one or more Board Resolutions, a copy of an appropriate record of such action(s) shall be certified by the Secretary or an Assistant Secretary or any Vice President of the Company and delivered to the Trustee at or prior to the delivery
of the Officers’ Certificate setting forth the terms of the Securities of such series. 
 Section 302. Denominations. 

The Securities of each series shall be issuable in such denominations as shall be specified as contemplated by Section 301. In the
absence of any such provision with respect to Securities of any series, the principal, premium and interest and Additional Amounts with respect to the Securities shall be payable in Dollars. With respect to Securities of any series denominated in
Dollars, in the absence of any such provisions with respect to the Securities of any series, the Registered Securities of such series, other than Registered Securities issued in global form (which may be of any denomination) shall be issuable in
denominations of $1,000 and any integral multiple thereof, and the Bearer Securities of such series, other than Bearer Securities issued in global form (which may be of any denomination), shall be issuable in a denomination of $5,000. 
 Section 303. Execution, Authentication, Delivery and Dating. 
 (a) The Securities and any coupons appertaining thereto shall be executed on behalf of the Company by two Officers of the Company. The
signature of any of these Officers on the Securities and coupons may be manual or facsimile signatures of the present or any future such authorized Officer and may be imprinted or otherwise reproduced on the Securities. 
 (b) Securities or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper Officers of the
Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or coupons.

 (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver
Securities of any series, together with any coupon appertaining thereto, executed by the Company, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities; provided, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and provided
further that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer
Security shall have furnished a certificate in the form set forth in Exhibit A-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15
days prior to the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this
Indenture. If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner’s interest therein 

  

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upon original issuance of such Security or upon exchange of a portion of a temporary global Security shall be deemed to be delivery in connection with its
original issuance of such beneficial owner’s interest in such permanent global Bearer Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for
interest then matured have been detached and cancelled. If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series shall so permit, such Company Order may set
forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate, maturity date, date of issuance and date from which interest shall accrue. In
authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to TIA Sections 315(a) through 315(d)) shall be fully
protected in relying upon, 
 (1) an Opinion of Counsel stating, 
 (i) that the form or forms of such Securities and any coupons have been established in conformity with the provisions of this Indenture;

 (ii) that the terms of such Securities and any coupons have been established in conformity with the provisions of this
Indenture; and 
 (iii) that such Securities, together with any coupons appertaining thereto, when completed by appropriate
insertions and executed and delivered by the Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and
subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other
similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders
of such Securities and any coupons; 
 (2) an Officers’ Certificate stating, to the best of the knowledge of the signers
of such certificate, that no Event of Default with respect to any of the Securities shall have occurred and be continuing; and 
 (3) an executed supplemental indenture (if any). 
 (d) Notwithstanding the provisions of Section 301 and of
this Section 303, if all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Officers’ Certificate otherwise required pursuant to Section 301 or the Company Order, Opinion of Counsel
or Officers’ Certificate otherwise required pursuant to Subsection (c) of this Section at the time of issuance of each Security of such series, but such order, opinion and certificates, with appropriate modifications to cover such future
issuances, shall be delivered at or before the time of issuance of the first Security of such series. 
  

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 (e) The Trustee shall not be required to authenticate such Securities if the issue of
such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the
generality of the foregoing, the Trustee will not be required to authenticate Securities denominated in a Foreign Currency if the Trustee reasonably believes that it would be unable to perform its duties with respect to such Securities. 

(f) Each Registered Security shall be dated the date of its authentication and each Bearer Security shall be dated as of the date
specified as contemplated by Section 301. 
 (g) No Security or coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such Security or Security to which such coupon appertains a certificate of authentication substantially in the form provided for herein duly executed by the Trustee or an
Authenticating Agent by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled
to the benefits of this Indenture. 
 (h) Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 310 together with a written statement (which need not comply with Section 102
and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder
and shall never be entitled to the benefits of this Indenture. 
 Section 304. Temporary Securities. 
 (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are
issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the Officers executing such Securities may determine,
as conclusively evidenced by their execution of such Securities. Such temporary Securities may be in global form. 
 (b)
Except in the case of temporary Securities in global form (which shall be exchanged in accordance with Subsection 304(c) or as otherwise provided in or pursuant to a Board Resolution), if temporary Securities of any series are issued, the
Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities
of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary
Securities of any series 

  

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(accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor
a like principal amount of definitive Securities of the same series of authorized denominations; provided, that, no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided
further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in
all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. 
 (c) (1) Unless
otherwise provided in or pursuant to a Board Resolution, this Subsection 304(c) shall govern the exchange of temporary Securities issued in global form. 
 (2) If temporary Securities of any series are issued in global form, any such temporary global Security shall, unless otherwise provided
therein, be delivered to the London office of a depositary or common depositary (the “Common Depositary”), for the benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities
(or to such other accounts as they may direct). 
 (3) Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary global Security (the “Exchange Date”), the Company shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary global Security, executed by the Company. On or after the Exchange Date, such temporary global Security shall be surrendered by the Common Depositary to the Trustee, as the Company’s agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security and upon receipt of the Company Order
described in Section 303, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged. The definitive Securities
to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by
Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary,
such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and a certificate dated
the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or in such other form as
may be established pursuant to Section 301; and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of
Section 303. 
  

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 (4) Unless otherwise specified in such temporary global Security, the interest of a
beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or Clearstream, as
the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to
Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities
and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must
bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be
delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. 
 (5)
Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like tenor authenticated and
delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange
Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other
forms as may be established pursuant to Section 301), for credit without further interest thereon on or after such Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of such temporary global Security
on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in
Exhibit A-1 to this Indenture (or in such other forms as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this clause (5) of
Subsection 304(c) shall satisfy the certification requirements of clauses (3) and (4) of this Subsection 304(c) and of Subsection 303(c) of this Indenture and the interests of the Persons who are the beneficial owners of the
temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange
Date, without further act or deed by such beneficial owners. Except as otherwise provided in this clause (5) of Subsection 304(c), no 

  

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payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary global Security will be made
unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the
Trustee prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company. 
 Section 305.
Registration, Registration of Transfer and Exchange. 
 (a) The Company shall cause to be kept at the Corporate Trust
Office of the Trustee or in any office or agency of the Company in a Place of Payment a register for each series of Securities (the registers maintained in such office or in any such office or agency of the Company in a Place of Payment being herein
sometimes referred to collectively as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and of transfers of
Registered Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Trustee, at its Corporate Trust Office, is hereby initially appointed “Security
Registrar” for the purpose of registering Registered Securities and transfers of Registered Securities on such Security Register as herein provided. In the event that the Trustee shall cease to be Security Registrar, it shall have the right to
examine the Security Register at all reasonable times. 
 (b) Upon surrender for registration of transfer of any Registered
Security of any series at any office or agency in a Place of Payment for the register and transfer of Securities of that series, the Company shall execute, and the Trustee shall authenticate and deliver, subject to the terms and conditions of this
Article Three, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series, of any authorized denominations and of a like aggregate principal amount, and tenor. 
 (c) At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series,
of any authorized denomination and of a like aggregate principal amount, containing identical terms and provisions, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified with respect to any series of
Securities as contemplated by Section 301, Bearer Securities may not be issued in exchange for Registered Securities. 
 (d) If (but only if) expressly permitted in or pursuant to the applicable Board Resolution and (subject to Section 303) set forth in the applicable Officers’ Certificate, or in any indenture supplemental hereto, delivered as
contemplated by Section 301, at the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series of any authorized denomination and of a like aggregate principal amount and tenor, upon
surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or
coupons or matured coupon or coupons in 

  

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default, any such permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount
equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of
such payment; provided, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States.
Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered Security of the same series and like tenor after the close of business at such office or
agency on (1) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (2) any Special Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the case may be, and interest or Defaulted Interest, as the
case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon
when due in accordance with the provisions of this Indenture. 
 (e) Whenever any Securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 
 (f) Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this Subsection 305(f). If any
beneficial owner of an interest in a permanent global Security is entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by
Section 301 and provided that any applicable notice provided in the permanent global Security shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged,
the Company shall deliver to the Trustee definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner’s interest in such permanent global Security, executed by the Company. On or after the earliest
date on which such interests may be so exchanged, such permanent global Security shall be surrendered by the Common Depositary or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the
Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security,
an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged which, unless the Securities of the series are not
issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 301, shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the 

  

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beneficial owner thereof; provided, that, no such exchanges may occur during a period beginning at the opening of business 15 days before any
selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is requested may be among those selected for redemption; and provided further that no Bearer Security delivered in
exchange for a portion of a permanent global Security shall be mailed or otherwise delivered to any location in the United States. If a Registered Security is issued in exchange for any portion of a permanent global Security after the close of
business at the office or agency where such exchange occurs on (1) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (2) any Special Record Date and before the
opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the
case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security
is payable in accordance with the provisions of this Indenture. 
 (g) All Securities issued upon any registration of transfer
or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. 
 (h) Every Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company
or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.

 (i) No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1305 not
involving any transfer. 
 (j) The Company shall not be required (1) to issue, register the transfer of or exchange any
Security if such Security may be among those selected for redemption during a period beginning at the opening of business 15 days before, and ending at the close of business on (i) if such Securities are issuable only as Registered Securities,
the day of the mailing of the relevant notice of redemption and (ii) if such Securities are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if such Securities are also issuable as
Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (2) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except, in the case of
any Registered Security to be redeemed in part, the unredeemed portion thereof, or (3) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and
like tenor, provided that such Registered Security shall be simultaneously surrendered for redemption, or (4) to issue, register the transfer of or exchange any Security which has been surrendered for repayment at the option of the
Holder, except the portion, if any, of such Security not to be so repaid. 
  

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 (k) Each Holder of a Security agrees to indemnify the Company and the Trustee against any
liability that may result from the transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States Federal or state securities law. 
 (l) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer
imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Security) other than
to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to
form with the express requirements hereof. 
 Section 306. Mutilated, Destroyed, Lost and Stolen Securities. 
 (a) If any mutilated Security or a Security with a mutilated coupon appertaining to it is surrendered to the Trustee or the Company,
together with, in proper cases, such security or indemnity as may be required by the Company or the Trustee to save each of them or any agent of either of them harmless, the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Security of the same series and of like tenor and principal amount, and bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to the surrendered Security.

 (b) If there shall be delivered to the Company and to the Trustee (1) evidence to their satisfaction of the
destruction, loss or theft of any Security or coupon, and (2) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that
such Security or coupon has been acquired by a bona fide purchaser, the Company shall execute and upon Company Order the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security or in exchange for the Security
to which a destroyed, lost or stolen coupon appertains (with all appurtenant coupons not destroyed, lost or stolen), a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding,
with coupons corresponding to the coupons, if any, appertaining to such destroyed, lost or stolen Security or to the Security to which such destroyed, lost or stolen coupon appertains. 
 (c) Notwithstanding the provisions of Subsections 306(a) and (b), in case any such mutilated, destroyed, lost or stolen Security or
coupon has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, with coupons corresponding to the coupons, if any, appertaining to such mutilated, destroyed, lost or stolen Security or
to the Security to which such mutilated, destroyed, lost or stolen coupon appertains, pay such Security or coupon; provided, that, payment of principal of (and premium, if any) and interest, if any, on Bearer Securities shall, except as
otherwise provided in Section 1002, be payable only at an office or agency located outside the United States and, unless otherwise specified as contemplated by Section 301, any interest on Bearer Securities shall be payable only upon
presentation and surrender of the coupons appertaining thereto. 
  

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 (d) Upon the issuance of any new Security under this Section, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 
 (e) Every new Security of any series, together with its coupons, if any, issued pursuant to this Section in lieu of any mutilated,
destroyed, lost or stolen Security, or in exchange for a Security to which a mutilated, destroyed, lost or stolen coupon appertains, shall constitute an original additional contractual obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Security and its coupons, if any, or the mutilated, destroyed, lost or stolen coupon shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series and their coupons, if any, duly issued hereunder. 
 (f) The provisions of this
Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or coupons. 
 Section 307. Payment of Interest; Interest Rights Preserved; Optional Interest Reset. 
 (a) Except as otherwise specified with respect to a series of Securities in accordance with the provisions of Section 301, interest,
if any, on any Registered Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest at the office or agency of the Company maintained for such purpose pursuant to Section 1002; provided, that, each installment of interest, if any, on any Registered Security may at
the Company’s option be paid by (1) mailing a check for such interest, payable to or upon the written order of the Person entitled thereto pursuant to Section 309, to the address of such Person as it appears on the Security Register
or (2) transfer to an account located in the United States maintained by the payee. 
 (b) Unless otherwise provided as
contemplated by Section 301 with respect to the Securities of any series, payment of interest, if any, may be made, in the case of a Bearer Security, by transfer to an account located outside the United States maintained by the payee.

 (c) Unless otherwise provided as contemplated by Section 301, every permanent global Security will provide that
interest, if any, payable on any Interest Payment Date will be paid to each of Euroclear and Clearstream with respect to that portion of such permanent global Security held for its account by the Common Depositary, for the purpose of permitting each
of Euroclear and Clearstream to credit the interest, if any, received by it in respect of such permanent global Security to the accounts of the beneficial owners thereof. 
 (d) In case a Bearer Security of any series is surrendered in exchange for a Registered Security of such series after the close of
business (at an office or agency in a Place of Payment for such series) on any Regular Record Date and before the opening of business (at such office or agency) on the next succeeding Interest Payment Date, such Bearer Security shall be surrendered


  

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without the coupon relating to such Interest Payment Date and interest will not be payable on such Interest Payment Date in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. 
 (e) Except as otherwise specified with respect to a series of Securities in accordance with the provisions of Section 301, any
interest on any Registered Security of any series that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered
Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (1) or (2) of this Subsection: 

(1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered Securities of such
series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each Registered Security of such series and the date of the proposed payment (which shall not be less than 20 days after such notice is received by the Trustee), and at the same time
the Company shall deposit with the Trustee an amount of money in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable,
as provided in Subsections 312(b), 312(d) and 312(e)) equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the
proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given in the manner provided in
Section 106, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so given, such Defaulted Interest shall be paid to the Persons in
whose names the Registered Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2) of this
Subsection. In case a Bearer Security of any series is surrendered at the office or agency in a Place of Payment for such series in exchange for a Registered Security of such series after the close of business at such office or agency on any Special
Record Date and before the opening of business at such office or agency on the 

  

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related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such proposed date of
payment and Defaulted Interest will not be payable on such proposed date of payment in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with
the provisions of this Indenture. 
 (2) The Company may make payment of any Defaulted Interest on the Registered Securities
of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the
Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. 
 (f) The provisions of this Subsection 307(f) may be made applicable to any series of Securities pursuant to Section 301 (with such modifications, additions or substitutions as may be specified pursuant to such Section 301).
The interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable) on any Security of such series may be reset by the Company on the date or dates specified on the face of such Security (each
an “Optional Reset Date”). The Company may exercise such option with respect to such Security by notifying the Trustee of such exercise at least 45 but not more than 60 days prior to an Optional Reset Date for such Security. Not later
than 40 days prior to each Optional Reset Date, the Trustee shall transmit, in the manner provided for in Section 106, to the Holder of any such Security a notice (the “Reset Notice”) indicating whether the Company has elected to
reset the interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable), and if so (1) such new interest rate (or such new spread or spread multiplier, if applicable) and (2) the provisions, if any,
for redemption during the period from such Optional Reset Date to the next Optional Reset Date or if there is no such next Optional Reset Date, to the Stated Maturity of such Security (each such period a “Subsequent Interest Period”),
including the date or dates on which or the period or periods during which and the price or prices at which such redemption may occur during the Subsequent Interest Period. 
 (g) Notwithstanding the foregoing, not later than 20 days prior to the Optional Reset Date, the Company may, at its option, revoke the
interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable) provided for in the Reset Notice and establish a higher interest rate (or a spread or spread multiplier providing for a higher interest rate, if
applicable) for the Subsequent Interest Period by causing the Trustee to transmit, in the manner provided for in Section 106, notice of such higher interest rate (or such spread or spread multiplier providing for a higher interest rate, if
applicable) to the Holder of such Security. Such notice shall be irrevocable. All Securities with respect to which the interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable) is reset on an Optional
Reset Date, and with respect to which the Holders of such Securities have not tendered such Securities for repayment (or have validly revoked any such tender) pursuant to Subsection 307(h), will bear such higher interest rate (or such spread or
spread multiplier providing for a higher interest rate, if applicable). 
  

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 (h) The Holder of any such Security may have the option to elect repayment by the Company
of the principal of such Security on each Optional Reset Date at a price equal to the principal amount thereof plus interest accrued to such Optional Reset Date. In order to obtain repayment on an Optional Reset Date, the Holder must follow the
procedures set forth in Article Thirteen for repayment at the option of Holders except that the period for delivery or notification to the Trustee shall be at least 25 but not more than 35 days prior to such Optional Reset Date and except that, if
the Holder has tendered any Security for repayment pursuant to the Reset Notice, the Holder may, by written notice to the Trustee, revoke such tender or repayment until the close of business on the tenth day before such Optional Reset Date.

 (i) Subject to the foregoing provisions of this Section and Section 305, each Security delivered under this Indenture
upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 
 Section 308. Optional Extension of Maturity. 
 (a) The provisions of this Section 308 may be made applicable to any series of Securities pursuant to Section 301 (with such modifications, additions or substitutions as may be specified pursuant to such
Section 301). The Stated Maturity of any Security of such series may be extended at the option of the Company for the period or periods specified on the face of such Security (each an “Extension Period”) up to but not beyond the
date (the “Final Maturity”) set forth on the face of such Security. The Company may exercise such option with respect to any Security by notifying the Trustee of such exercise at least 45 but not more than 60 days prior to the Stated
Maturity of such Security in effect prior to the exercise of such option (the “Original Stated Maturity”). If the Company exercises such option, the Trustee shall transmit, in the manner provided for in Section 106, to the Holder
of such Security not later than 40 days prior to the Original Stated Maturity a notice (the “Extension Notice”) indicating (i) the election of the Company to extend the Stated Maturity, (ii) the new Stated Maturity,
(iii) the interest rate (or spread, spread multiplier or other formula used to calculate such interest rate, if applicable), if any, applicable to the Extension Period and (iv) the provisions, if any, for redemption during such Extension
Period. Upon the Trustee’s transmittal of the Extension Notice, the Stated Maturity of such Security shall be extended automatically and, except as modified by the Extension Notice and as described in Subsection (b) of this Section, such
Security will have the same terms as prior to the transmittal of such Extension Notice. 
 (b) Notwithstanding the foregoing,
not later than 20 days before the Original Stated Maturity of such Security, the Company may, at its option, revoke the interest rate (or spread, spread multiplier or other formula used to calculate such interest rate, if applicable) provided for in
the Extension Notice and establish a higher interest rate (or spread, spread multiplier or other formula used to calculate such higher interest rate, if applicable) for the Extension Period by causing the Trustee to transmit, in the manner provided
for in Section 106, notice of such higher interest rate (or spread, spread multiplier or other formula used to calculate such interest rate, if applicable) to the Holder of such Security. Such notice shall be irrevocable. All Securities with
respect to which the Stated Maturity is extended will bear such higher interest rate. 
  

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 (c) If the Company extends the Stated Maturity of any Security, the Holder will have the
option to elect repayment of such Security by the Company on the Original Stated Maturity at a price equal to the principal amount thereof, plus interest accrued to such date. In order to obtain repayment on the Original Stated Maturity once the
Company has extended the Stated Maturity thereof, the Holder must follow the procedures set forth in Article Thirteen for repayment at the option of Holders, except that the period for delivery or notification to the Trustee shall be at least 25 but
not more than 35 days prior to the Original Stated Maturity and except that, if the Holder has tendered any Security for repayment pursuant to an Extension Notice, the Holder may by written notice to the Trustee revoke such tender for repayment
until the close of business on the tenth day before the Original Stated Maturity. 
 Section 309. Persons Deemed Owners. 

(a) Prior to due presentment of a Registered Security for registration of transfer, the Company, any Subsidiary Guarantor, the Trustee
and any Paying Agent and any authenticating agent may treat the Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of (and premium, if any) and
(subject to Sections 305 and 307) interest, if any, on such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and none of the Company, nor any Subsidiary Guarantor, the Trustee nor
any Paying Agent nor authenticating agent of the Company, shall be affected by notice to the contrary. 
 (b) Title to
any Bearer Security and any coupons appertaining thereto shall pass by delivery. The Company, the Trustee and any agent of the Company, or the Trustee may treat the bearer of any Bearer Security and the bearer of any coupon as the absolute owner of
such Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Security or coupon be overdue, and none of the Company, the Trustee nor any agent of the Company,
or the Trustee shall be affected by notice to the contrary. 
 (c) None of the Company, the Trustee, any Paying Agent or the
Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in global form or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests. 
 (d) Notwithstanding the foregoing, with respect to any global
Security, nothing herein shall prevent the Company, the Trustee, or any agent of the Company, or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by any depositary, as a Holder, with respect to
such global Security or impair, as between such depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such depositary (or its nominee) as Holder of such
global Security. 
 Section 310. Cancellation. 
 (a) All Securities and coupons surrendered for payment, redemption, repayment at the option of the Holder, registration of transfer or
exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any such Securities and coupons and Securities and coupons surrendered directly to the Trustee for


  

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any such purpose shall be promptly cancelled by it. The Company or any Subsidiary Guarantor may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. If the Company shall so acquire any of the Securities, however, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are surrendered to the Trustee for cancellation. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by this Indenture. Cancelled Securities and coupons held by the Trustee shall be disposed of by the Trustee in its customary manner, unless by a Company Order the Company directs that cancelled
Securities be returned to the Company. 
 Section 311. Computation of Interest. 
 Except as otherwise specified as contemplated by Section 301 with respect to Securities of any series, interest, if any, on the
Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months. 
 Section 312. Currency and Manner of
Payments in Respect of Securities. 
 (a) Unless otherwise specified with respect to any Securities pursuant to
Section 301, with respect to Registered Securities of any series not permitting the election provided for in Subsection (b) of this Section or the Holders of which have not made the election provided for in Subsection (b) of this
Section, and with respect to Bearer Securities of any series, except as provided in Subsection (d) of this Section, payment of the principal of (and premium, if any) and interest, if any, on any Registered or Bearer Security of such series will
be made in the Currency in which such Registered Security or Bearer Security, as the case may be, is payable. The provisions of this Section 312 may be modified or superseded with respect to any Securities pursuant to Section 301.

 (b) It may be provided pursuant to Section 301 with respect to Registered Securities of any series that Holders shall
have the option, subject to Subsection (d) and (e) of this Section, to receive payments of principal of (or premium, if any) or interest, if any, on such Registered Securities in any of the Currencies which may be designated for such
election by delivering to the Trustee a written election with signature guarantees and in the applicable form established pursuant to Section 301, not later than the close of business on the Election Date immediately preceding the applicable
payment date. If a Holder so elects to receive such payments in any such Currency, such election will remain in effect for such Holder or any transferee of such Holder until changed by such Holder or such transferee by written notice to the Trustee
(but any such change must be made not later than the close of business on the Election Date immediately preceding the next payment date to be effective for the payment to be made on such payment date and no such change of election may be made with
respect to payments to be made on any Registered Security of such series with respect to which an Event of Default has occurred or with respect to which the Company has deposited funds pursuant to Article Four or Fourteen or with respect to which a
notice of redemption has been given by the 

  

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Company or a notice of option to elect repayment has been sent by such Holder or such transferee). Any Holder of any such Registered Security who shall not
have delivered any such election to the Trustee of such series of Registered Securities not later than the close of business on the applicable Election Date will be paid the amount due on the applicable payment date in the relevant Currency as
provided in Subsection (a) of this Section. The Trustee shall notify the Exchange Rate Agent as soon as practicable after the Election Date of the aggregate principal amount of Registered Securities for which Holders have made such written
election. 
 (c) Unless otherwise specified pursuant to Section 301, if the election referred to in Subsection (b)
of this Section has been provided for pursuant to Section 301, then, unless otherwise specified pursuant to Section 301, not later than the fourth Business Day after the Election Date for each payment date for Registered Securities of any
series, the Exchange Rate Agent will deliver to the Company a written notice specifying the Currency in which Registered Securities of such series are payable, the respective aggregate amounts of principal of (and premium, if any) and interest, if
any, on the Registered Securities to be paid on such payment date, specifying the amounts in such Currency so payable in respect of the Registered Securities as to which the Holders of Registered Securities of such Series shall have elected to
be paid in another Currency as provided in Subsection (b) of this Section. If the election referred to in Subsection (b) of this Section has been provided for pursuant to Section 301 and if at least one Holder has made such election,
then, unless otherwise specified pursuant to Section 301, on the second Business Day preceding such payment date the Company will deliver to the Trustee for such series of Registered Securities an Exchange Rate Officer’s Certificate in
respect of the Dollar or Foreign Currency payments to be made on such payment date. Unless otherwise specified pursuant to Section 301, the Dollar or Foreign Currency amount receivable by Holders of Registered Securities who have elected
payment in a Currency as provided in Subsection (b) of this Section shall be determined by the Company on the basis of the applicable Market Exchange Rate in effect on the second Business Day (the “Valuation Date”) immediately
preceding each payment date, and such determination shall be conclusive and binding for all purposes, absent manifest error. 
 (d) If a Conversion Event occurs with respect to a Foreign Currency in which any of the Securities are denominated or payable other than pursuant to an election provided for pursuant to Subsection (b) of this Section, then with respect
to each date for the payment of principal of (and premium, if any) and interest, if any on the applicable Securities denominated or payable in such Foreign Currency occurring after the last date on which such Foreign Currency was used
(the “Conversion Date”), the Dollar shall be the currency of payment for use on each such payment date. Unless otherwise specified pursuant to Section 301, the Dollar amount to be paid by the Company to the Trustee and by such
Trustee or any Paying Agent to the Holders of such Securities with respect to such payment date shall be, in the case of a Foreign Currency other than a currency unit, the Dollar Equivalent of the Foreign Currency or, in the case of a currency unit,
the Dollar Equivalent of the Currency Unit, in each case as determined by the Exchange Rate Agent in the manner provided in Subsection (f) or (g) of this Section. 
 (e) Unless otherwise specified pursuant to Section 301, if the Holder of a Registered Security denominated in any Currency shall have
elected to be paid in another Currency as provided in Subsection (b) of this Section, and a Conversion Event occurs with respect to such elected Currency, such Holder shall receive payment in the Currency in which payment would have been


  

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made in the absence of such election; and if a Conversion Event occurs with respect to the Currency in which payment would have been made in the absence of
such election, such Holder shall receive payment in Dollars as provided in Subsection (d) of this Section. 
 (f) The
“Dollar Equivalent of the Foreign Currency” shall be determined by the Exchange Rate Agent and shall be obtained for each subsequent payment date by converting the specified Foreign Currency into Dollars at the Market Exchange Rate on the
Conversion Date. 
 (g) The “Dollar Equivalent of the Currency Unit” shall be determined by the Exchange Rate Agent
and subject to the provisions of Subsection (h) of this Section shall be the sum of each amount obtained by converting the Specified Amount of each Component Currency into Dollars at the Market Exchange Rate for such Component Currency on the
Valuation Date with respect to each payment. 
 (h) For purposes of this Section 312, the following terms shall have the
following meanings: 
 A “Component Currency” shall mean any currency which, on the Conversion Date, was a component
currency of the relevant currency unit, including, but not limited to, the euro. 
 A “Specified Amount” of a
Component Currency shall mean the number of units of such Component Currency or fractions thereof which were represented in the relevant currency unit, including, but not limited to, the euro, on the Conversion Date. If after the Conversion Date the
official unit of any Component Currency is altered by way of combination or subdivision, the Specified Amount of such Component Currency shall be divided or multiplied in the same proportion. If after the Conversion Date two or more Component
Currencies are consolidated into a single Currency, the respective Specified Amounts of such Component Currencies shall be replaced by an amount in such single Currency equal to the sum of the respective Specified Amounts of such consolidated
Component Currencies expressed in such single Currency, and such amount shall thereafter be a Specified Amount and such single Currency shall thereafter be a Component Currency. If after the Conversion Date any Component Currency shall be divided
into two or more currencies, the Specified Amount of such Component Currency shall be replaced by amounts of such two or more currencies, having an aggregate Dollar Equivalent value at the Market Exchange Rate on the date of such replacement equal
to the Dollar Equivalent of the Specified Amount of such former Component Currency at the Market Exchange Rate immediately before such division, and such amounts shall thereafter be Specified Amounts and such currencies shall thereafter be Component
Currencies. If, after the Conversion Date of the relevant currency unit, including, but not limited to, the euro, a Conversion Event (other than any event referred to above in this definition of “Specified Amount”) occurs with respect to
any Component Currency of such currency unit and is continuing on the applicable Valuation Date, the Specified Amount of such Component Currency shall, for purposes of calculating the Dollar Equivalent of the Currency Unit, be converted into Dollars
at the Market Exchange Rate in effect on the Conversion Date of such Component Currency. 
  

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 “Election Date” shall mean the Regular Record Date for the applicable series of Registered
Securities or at least 16 days prior to Maturity, as the case may be, or such other prior date for any series of Registered Securities as specified pursuant to clause 13 of Section 301 by which the written election referred to in
Subsection 312(b) may be made. 
 (i) All decisions and determinations of the Exchange Rate Agent regarding the Dollar
Equivalent of the Foreign Currency, the Dollar Equivalent of the Currency Unit, the Market Exchange Rate and changes in the Specified Amounts as specified above shall be in its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and irrevocably binding upon the Company, the Trustee and all Holders of such Securities denominated or payable in the relevant Currency. The Exchange Rate Agent shall promptly give written notice to the Company and the
Trustee of any such decision or determination. 
 (j) In the event that the Company determines in good faith that a Conversion
Event has occurred with respect to a Foreign Currency, the Company will immediately give written notice thereof to the Trustee and to the Exchange Rate Agent (and such Trustee will promptly thereafter give notice in the manner provided for in
Section 106 to the affected Holders) specifying the Conversion Date. In the event the Company so determines that a Conversion Event has occurred with respect to the euro or any other currency unit in which Securities are denominated or payable,
the Company will immediately give written notice thereof to the Trustee and to the Exchange Rate Agent (and such Trustee will promptly thereafter give notice in the manner provided in Section 106 to the affected Holders) specifying the
Conversion Date and the Specified Amount of each Component Currency on the Conversion Date. In the event the Company determines in good faith that any subsequent change in any Component Currency as set forth in the definition of Specified Amount
above has occurred, the Company will similarly give written notice to the Trustee and the Exchange Rate Agent. 
 (k) The
Trustee of the appropriate series of Securities shall be fully justified and protected in conclusively relying and acting upon information received by it from the Company and the Exchange Rate Agent and shall not otherwise have any duty or
obligation to determine the accuracy or validity of such information independent of the Company or the Exchange Rate Agent. 
 Section 313.
Appointment and Resignation of Successor Exchange Rate Agent. 
 (a) Unless otherwise specified pursuant to
Section 301, if and so long as the Securities of any series (1) are denominated in a Foreign Currency or (2) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the
Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent. The Company will cause the Exchange Rate Agent to make the necessary foreign exchange determinations at the time and in the
manner specified pursuant to Section 301 for the purpose of determining the applicable rate of exchange and, if applicable, for the purpose of converting the issued Foreign Currency into the applicable payment Currency for the payment of
principal (and premium, if any) and interest, if any, pursuant to Section 312. 
 (b) No resignation of the Exchange Rate
Agent and no appointment of a successor Exchange Rate Agent pursuant to this Section shall become effective until the acceptance of appointment by the successor Exchange Rate Agent as evidenced by a written instrument delivered to the Company and
the Trustee of the appropriate series of Securities accepting such appointment executed by the successor Exchange Rate Agent. 
  

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 (c) If the Exchange Rate Agent shall resign, be removed or become incapable of acting, or
if a vacancy shall occur in the office of the Exchange Rate Agent for any cause, with respect to the Securities of one or more series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor Exchange Rate Agent or
Exchange Rate Agents with respect to the Securities of that or those series (it being understood that any such successor Exchange Rate Agent may be appointed with respect to the Securities of one or more or all of such series and that, unless
otherwise specified pursuant to Section 301, at any time there shall only be one Exchange Rate Agent with respect to the Securities of any particular series that are originally issued by the Company on the same date and that are initially
denominated and/or payable in the same Currency). 
 Section 314. CUSIP Numbers. 
 The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall indicate
the “CUSIP” numbers of the Securities in notices of redemption as a convenience to Holders; provided that, any such notice may state that no representation is made as to the correctness of such numbers either as printed on the
Securities or as contained in any notice of 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 Company will promptly notify the Trustee of any change in the “CUSIP” numbers. 
 ARTICLE FOUR 
 SATISFACTION AND DISCHARGE 
 Section
401. Satisfaction and Discharge of Indenture. 
 (a) Unless otherwise specified pursuant to Section 301 and
subject to the provisions of Sections 404 and 405, this Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities specified in such Company Request (except as to any surviving rights of
registration of transfer or exchange of Securities of such series expressly provided for herein or pursuant hereto and any right to receive Additional Amounts, as provided in Section 1005), and the Trustee, upon receipt of a Company Order, and
at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series when 
 (1) either 
 (i) all Securities of such series theretofore authenticated and delivered and
all coupons, if any, appertaining thereto (other than (A) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as
provided in Section 305, (B) Securities and coupons of such series which have been destroyed, lost or stolen and which have been replaced or 

  

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paid as provided in Section 306, (C) coupons appertaining to Securities called for redemption and maturing after the relevant Redemption Date,
whose surrender has been waived as provided in Section 1106, and (D) Securities and coupons of such series for whose payment money has theretofore been deposited with the Trustee or any Paying Agent in trust or segregated and held in trust
by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or 
 (ii) all Securities of such series and, in the case of subclauses (A) or (B) of this clause (ii), any coupons appertaining
thereto not theretofore delivered to the Trustee for cancellation, 
 (A) have become due and payable, or 
 (B) will become due and payable at their Stated Maturity within one year, or 
 (C) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, 
 and the Company or any
Subsidiary Guarantor, in the case of subclauses (A), (B) or (C) of this clause (ii), has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose an amount in the Currency in which
the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on such Securities and such coupons not theretofore delivered to the Trustee for cancellation, including the 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) in the case of subclause (ii) of Subsection 401(a), no Default or Event of Default shall have occurred and be continuing on
the date of such deposit or shall occur as a result of such deposit; 
 (3) in the case of subclause (ii) of clause
(1) of Subsection 401(a), the Company has delivered irrevocable instructions to the Trustee hereunder to apply the deposited money toward the payment of the Securities at Maturity or the Redemption Date, as the case may be; 
 (4) the Company or any Subsidiary Guarantor has paid or caused to be paid all other sums payable hereunder by it; and 
  

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 (5) the Company 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 as to such series have been complied with. 
 (b) Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee and any predecessor
Trustee under Section 607, the obligations of the Company to any Authenticating Agent under Section 612 if money shall have been deposited with the Trustee pursuant to clause (1) of Subsection 401(a), the obligations of the
Trustee under Section 402 and Subsection 1003(d) and the obligations of the Company and the Trustee with respect to Securities of such series under Sections 305, 306, 1002 and 1005, with respect to the payment of Additional
Amounts, if any, with respect to any rights of Holders to require the Company to repay such Securities as contemplated by Section 1301 and with respect to any rights of Holders to convert or exchange such Securities into other Securities, shall
survive such satisfaction and discharge. These obligations shall continue to be governed and construed in accordance with Section 111. 
 Section 402. Application of Trust Funds. 
 Subject to the provisions of Subsection 1003(d), all money
deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Securities, the coupons and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest, if any, for whose payment such money has been deposited with or received by
the Trustee, but such money need not be segregated from other funds except to the extent required by law. 
 Section 403. Repayment to the
Company. 
 Any money deposited with the Trustee in trust for the payment of the principal of, premium, if any, or
interest on any Security and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its request, and the Holder of such Security shall thereafter look only
to the Company for payment thereof, and all liability of the Trustee with respect to such trust money shall thereupon cease; provided, however, that the Trustee, before being required to make any such repayment, may at the expense of
the Company cause to be published once, in the New York Times or Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company. 
 Section 404.
Survival. 
 In the event that the Company makes, or causes to be made, an irrevocable deposit with the Trustee for the
benefit of the Holders of Securities pursuant to subclause (ii) of clause (1) of Subsection 401(a), prior to the date of maturity or redemption, as the case may be, the following provisions of the Indenture shall survive until
otherwise terminated or discharged hereunder: 
 (a) the rights of the Holders of the Outstanding Securities to receive
payments in respect of the principal of, premium, if any, and interest on such Securities when such payments are due from the trust; 
  

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 (b) the Company’s obligations with respect to such Securities under Article Three
and Section 1002; 
 (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company’s obligations in connection therewith; and 
 (d) this Article Four. 
 Section 405. Reinstatement. 
 If the Trustee or Paying Agent is unable to apply any United States dollars or Government Obligations in accordance with Section 402, as the case may be, by reason of an order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to subclause (ii) of clause
(1) of Subsection 401(a) until such time as the Trustee or the Paying Agent is permitted to apply all such money in accordance with Section 402; provided, however, that, if the Company makes any payment of principal of,
premium, if any, or interest on any Security following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or the Paying
Agent. 
 ARTICLE FIVE 
 REMEDIES 
 Section 501. Events of Default. 
 (a) “Event of Default”, wherever used herein with respect to any particular series of Securities, means any one of the following
events as such events may be otherwise amended in accordance with Section 301 (whatever the reason for such Event of Default and whether or not 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): 
 (1) default in
the payment of any interest upon, or any Additional Amount payable in respect of, any Security of that series or of any coupon appertaining thereto, when such interest or coupon becomes due and payable, and continuance of such default for a period
of 30 days; or 
  

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 (2) default in the payment of the principal of (or premium, if any, on) any Security when
it becomes due and payable at Maturity upon acceleration, optional redemption, required purchase or otherwise; or 
 (3)
default in the performance, or breach, of the provisions described in Section 801; or 
 (4) default in the performance,
or breach, of any covenant or agreement of the Company or any Subsidiary Guarantor contained in this Indenture or any Subsidiary Guarantee (other than a default in the performance, or breach, of a covenant or warranty which is specifically addressed
in clauses (1), (2) or (3) of this Subsection 501(a)), and continuance of such default or breach for a period of 30 days after written notice shall have been given to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 25% in aggregate principal amount of the Outstanding Securities; or 
 (5) the Company or any of
its Significant Subsidiaries (or any Subsidiaries that, taken together, would constitute a Significant Subsidiary) pursuant to or within the meaning of any Bankruptcy Law: 
 (i) commences a voluntary case, 
 (ii) consents to the entry of an order for relief against it in an involuntary case, 
 (iii)
makes a general assignment for the benefit of its creditors, or 
 (iv) generally is not paying its debts as they become due;
and 
 (6) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
 (i) is for relief against the Company or any of its Significant Subsidiaries (or any Subsidiaries that, taken together, would constitute
a Significant Subsidiary) in an involuntary case; 
 (ii) appoints a custodian for the Company or any of its Significant
Subsidiaries (or any Subsidiaries that, taken together, would constitute a Significant Subsidiary) or for all or substantially all of the properties of the Company or any of its Significant Subsidiaries (or any Subsidiaries that, taken together,
would constitute a Significant Subsidiary); or 
 (iii) orders the liquidation of the Company or any of its Significant
Subsidiaries (or any Subsidiaries that, taken together, would constitute a Significant Subsidiary); and 
  

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 (iv) the order or decree remains unstayed and in effect for 60 consecutive days; or

 (7) (i) one or more defaults in the payment of principal of or premium, if any, on indebtedness of the Company or any
Significant Subsidiary aggregating $[            ] million or more, when the same becomes due and payable at the Stated Maturity thereof, and such default or defaults shall have
continued after any applicable grace period and shall not have been cured or waived or the indebtedness repaid in full within ten days of the default or (ii) indebtedness of the Company or any Significant Subsidiary aggregating
$[            ] million or more shall have been accelerated or otherwise declared due and payable, or required to be prepaid or repurchased (other than by regularly scheduled
required prepayment) prior to the Stated Maturity thereof and such acceleration has not been rescinded or the indebtedness repaid in full within ten days of the acceleration or requirement to be repaid or repurchased; or 
 (8) one or more judgments or orders shall be rendered against the Company or any Significant Subsidiary for the payment of money, either
individually or in an aggregate amount, in excess of $[            ] million (net of any net cash proceeds received from insurance companies) and shall not be discharged and either
(i) an enforcement proceeding shall have been commenced by any creditor upon such judgment or order or (ii) there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of a
pending appeal or otherwise, was not in effect; or 
 (9) default in the deposit of any sinking fund payment, when and as due
by the terms of any Securities of that series; or 
 (10) any Subsidiary Guarantee of a Significant Subsidiary ceases to be in
full force and effect or is declared null and void or any of the Subsidiary Guarantees of Significant Subsidiaries is found to be invalid or any Subsidiary Guarantor which is a Significant Subsidiary denies that it has any further liability under
any Subsidiary Guarantee, or gives notice to such effect (other than by reason of the termination of the Indenture or the release of any such Subsidiary Guarantee in accordance with Section __. 
 (b) The term “Bankruptcy Law” means title 11, U.S. Code, as amended from time to time, or any similar foreign, Federal or State
law for the relief of debtors. The term “Custodian” means any custodian, receiver, trustee, assignee, liquidator or other similar official under any Bankruptcy Law. 
 Section 502. Acceleration of Maturity; Rescission and Annulment. 
 (a) If an Event of Default (other than an Event of Default specified in clauses (5) and (6) of Subsection 501(a)) occurs
and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series may declare the unpaid principal of, (or, if any Securities are Original Issue
Discount 

  

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Securities or Indexed Securities, such portion of the principal amount as may be specified in the terms of that series) premium, if any, and accrued and
unpaid interest on all the Securities of that series then outstanding to be due and payable by a notice in writing to the Company (and to the Trustee if given by the Holders), specifying the respective Event of Default and upon any such declaration
such principal, premium, if any, and accrued and unpaid interest shall become immediately due and payable; provided, however, that so long as any obligations under any Credit Facilities shall be outstanding, the acceleration shall not
be effective until the earlier of (1) an acceleration of indebtedness under such Credit Facilities or (2) five Business Days after receipt by the Company and the agent under such Credit Facilities of written notice of such declaration of
acceleration of the Securities. If an Event of Default specified in clauses (5) and (6) of Subsection 501(a) with respect to the Company occurs, all unpaid principal of, and accrued interest on, the Securities then outstanding will
become due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. 
 (b) If:

 (1) the Company or any Subsidiary Guarantor has paid or deposited with such Trustee a sum sufficient to pay (i) all
overdue installments of interest on all such Securities, (ii) the principal of, and premium, if any, on any Securities that have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed
therefor in such Securities, (iii) to the extent that payment of such interest is lawful, interest on the defaulted interest at the rate or rates prescribed therefor in such Securities, and (iv) all money paid or advanced by the Trustee
thereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; 
 (2) all Events of Default with respect to Securities of that series, other than the nonpayment of the principal of any Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as
provided in this Indenture; 
 (3) the rescission would not conflict with any judgment or decree of a court of competent
jurisdiction; and 
 (4) the Holders of a majority in aggregate principal amount of the then Outstanding Securities give
written notice to the Company, the Subsidiary Guarantors and the Trustee of their desire to rescind and annul a declaration of acceleration and its consequences, 
 then such declaration of acceleration shall be deemed rescinded and annulled. 
 No such rescission shall affect any subsequent Event of Default or impair any right consequent thereon. 
 If any Event of Default occurs by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the
intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Securities pursuant to the optional redemption provisions of Section __, then, upon acceleration of the 

  

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Securities, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the
Securities to the contrary notwithstanding. If an Event of Default occurs during any time that the Securities are outstanding, by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of
avoiding the prohibition on redemption of the Securities, then the premium specified in this Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Securities. 
 Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee. 
 (a) The Company covenants that if: 
 (1) default is made in the payment of any installment of interest or Additional Amounts on any Security of any series and any related coupon when such interest or Additional Amounts becomes due and payable and such
default continues for a period of 30 days, or 
 (2) default is made in the payment of the principal of (or premium, if any,
on) any Security of any series at its Maturity, 
 then the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of
Securities of such series and coupons, the whole amount then due and payable on such Securities and coupons for principal (and premium, if any) and interest, if any, with interest upon any overdue principal (and premium, if any) and, to the extent
that payment of such interest shall be legally enforceable, upon any overdue installments of interest, if any, at the rate or rates borne by or provided for in such Securities, and, in addition thereto, such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
 (b) If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust,
may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Company or any other obligor upon Securities of such series and
collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities of such series, wherever situated. 
 (c) If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Securities of such series and any related coupons by such appropriate judicial proceedings as the Trustee shall deem necessary to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 
  

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 Section 504. Trustee May File Proofs of Claim. 
 (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition
or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company, or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities of any
series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of any overdue principal, premium, if any, or interest) shall
be entitled and empowered, by intervention in such proceeding or otherwise: 
 (1) to file and prove a claim for the whole
amount of principal (and premium, if any, or in the case of Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be provided for in the terms thereof) and interest, if any, owing and unpaid in respect of the
Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings, relative to the Company and the Subsidiary Guarantors upon the
Securities, their creditors or their property, and 
 (2) to collect and receive any money or other property payable or
deliverable on any such claims and to distribute the same; 
 and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607. 
 (b) Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder, any plan of reorganization, arrangement, adjustment or composition affecting the Securities or coupons or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder of a Security or coupon in
any such proceeding. 
 Section 505. Trustee May Enforce Claims Without Possession of Securities or Coupons. 
 The Trustee may maintain a proceeding even if it does not possess any of the Securities or coupons or does not produce any of them in the
proceeding. If an Event of Default in payment of principal, premium, if any, or interest specified in clause (1) or (2) of Subsection 501(a) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of
an express trust, against the Company or any Subsidiary Guarantor for the whole amount of principal, premium, if any, and interest remaining unpaid with respect to such Securities, and interest on overdue principal and premium, if any, and to the
extent lawful, interest on overdue interest, and such further amounts as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation and expenses of the Trustee, its agents and counsel. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative to the extent permitted by law. 
  

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 Section 506. Application of Money Collected. 
 If the Trustee collects any money pursuant to this Article Five it shall pay out the money in the following order: 
 First: To the Trustee for amounts due under Section 607; 
 Second: To Holders for amounts due and unpaid upon the Securities and coupons for principal (and premium, if any) and interest, if any,
ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities and coupons for principal (and premium, if any) and interest, if any, respectively; and 
 Third: To the Company. 
 The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 506. 
 Section 507. Limitation on Suits. 
 No Holder of any Security of any series or any related coupon will have any right to
institute any proceeding, judicial or otherwise, or for the appointment of a receiver or trustee, or pursue any remedy under this Indenture, unless: 
 (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default; 
 (b) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series will have made written request to such Trustee to pursue such remedy, including, if applicable, to institute proceedings in respect of
such Event of Default in its own name as Trustee under this Indenture; 
 (c) such Holder or Holders have offered to such
Trustee reasonable indemnity and security satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; 
 (d) such Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such requested
proceeding; and 
 (e) no direction inconsistent with such written request has been given to such Trustee during such 60-day
period by the Holders of a majority in principal amount of the Outstanding Securities of that series; 
 it being understood and intended that no one or more
of such Holders shall have any right to use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over other Holders. 
  

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 Section 508. Unconditional Right of Holders to Receive Principal, Premium and Interest and Additional
Amounts, if Any. 
 Notwithstanding any other provision in this Indenture, the Holder of any Security or coupon shall have
the right which is absolute and unconditional to receive payment of the principal of (and premium, if any) interest, if any, and Additional Amounts, if any, on such Security or payment of such coupon on the respective due dates expressed in such
Security or coupon (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 
 Section 509. Restoration of Rights and Remedies. 
 If the Trustee or any Holder of a Security or coupon has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such case the Company, the Trustee and the Holders of Securities and coupons shall, subject to any determination in such proceeding, be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. 
 Section 510. Rights and Remedies Cumulative. 
 Except as otherwise provided with
respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or coupons in Subsection 306(f), no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities or coupons 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. 
 Section 511. Delay or Omission Not Waiver. 
 No delay or omission of the Trustee or of any Holder of any Security or coupon to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders
of Securities or coupons, as the case may be. 
 Section 512. Control by Holders of Securities. 
 With respect to any series, the Holders of not less than a majority in principal amount of the Outstanding Securities of such series shall
have the right, by an instrument or concurrent instruments in writing executed and delivered to the Trustee, to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee under this Indenture or exercising
any trust or power conferred upon such Trustee under this Indenture, provided that: 
 (a) the Trustee may refuse to
follow any direction that is in conflict with any rule of law or with this Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders not joining in
the giving of such direction; and 
  

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 (b) the Trustee may take any other action it deems proper that is not inconsistent with
any such direction received from Holders. 
 Section 513. Undertaking for Costs. 
 All parties to this Indenture agree that in any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess
reasonable costs, including reasonable attorney’s fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant, provided that this
Section 513 shall not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 508 hereof, or a suit by Holders of more than 10% in principal amount of the then Outstanding Securities. 
 Section 514. Waiver of Past Defaults. 
 (a) The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series and any related coupons waive any past
default hereunder with respect to such series and its consequences, except a default 
 (1) in the payment of the principal of
(or premium, if any) or interest, if any, or Additional Amounts on any Security of such series or any related coupons, or 
 (2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected. 
 (b) Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. 
 Section 515. Waiver of Usury, Stay or Extension Laws. 
 The Company covenants (to the
extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury or other law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this Indenture; and the 

  

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Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 
 ARTICLE SIX 
 THE TRUSTEE 
 Section 601. Notice of Defaults. 
 Within five days after the earlier of receipt from the Company of notice of the occurrence of a Default or Event of Default hereunder or the date such occurrence hereunder actually becomes known to a Responsible
Officer of the Trustee, the Trustee shall transmit to all Holders of Securities of such series, in the manner and to the extent provided in TIA Section 313(c), notice of such Default hereunder known to the Trustee, unless such Default shall
have been cured or waived; provided, that, except in the case of a Default in the payment of the principal of (or premium, if any) or interest, if any, on any Security of such series, or in the payment of any sinking or purchase fund
installment with respect to the Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of
the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of the Securities and coupons of such series; and provided further that in the case of any Default or breach of the character
specified in clause (4) of Subsection 501(a) with respect to the Securities and coupons of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof unless otherwise specified in accordance
with Section 301. 
 Section 602. Duties of Trustee. 
 (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this
Indenture and use the same degree of care and skill in such exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 
 (b) Except during the continuance of an Event of Default: 
 (1) the Trustee need perform only those duties that are specifically set forth (or incorporated by reference) in this Indenture and no
implied covenants or obligations shall be read into this Indenture against the Trustee. 
 (2) in the absence of bad faith on
its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.
However, 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 examine such certificates and opinions 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). 
  

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 (c) the Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that: 
 (1) this Subsection 602(c) does not limit the
effect of Subsection 602(b). 
 (2) the Trustee shall not be liable for any error of judgment made in good faith by a
responsible officer or officers of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts. 
 (3) the Trustee shall not be liable with respect to action it takes or omits to take in good faith in accordance with a direction received by it pursuant to clause (4) of Subsection 603(a), and the Trustee
shall be entitled from time to time to request such a direction. 
 (d) every provision of this Indenture that in any way
relates to the Trustee is subject to Subsections 602(a), (b) and (c). 
 (e) the Trustee shall be under no
obligation and may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense. 
 (f) the Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 
 Section 603. Certain
Rights of Trustee. 
 (a) Subject to the provisions of TIA Sections 315(a) through 315(d): 
 (1) The Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or
presented by the proper party or parties. 
 (2) Any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order (other than delivery of any Security, together with any coupons appertaining thereto, to the Trustee for authentication and delivery pursuant to Section 303 which shall be
sufficiently evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution. 
  

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 (3) The Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. 
 (4) 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 of a majority in principal amount of the Outstanding Securities of any series, determined as
provided in Sections 101 and 104 relating to the time, method and place of conducting any proceeding for any remedy available to it or exercising any trust or power conferred upon it. 
 (5) Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a Board Resolution, an Opinion of Counsel or an Officers’
Certificate. 
 (6) The Trustee may consult with counsel of its choosing and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 
 (7) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders of Securities of any series or any related coupons pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee against the costs,
expenses and liabilities which might be incurred by it in compliance with such request or direction. 
 (8) The Trustee shall
not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney but in the case of any certificate or opinion specifically required by the Indenture to be delivered to the Trustee, the Trustee shall have a duty to examine the same to
determine whether they conform to the Indenture requirements. 
 (9) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

  

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 (10) The Trustee shall not be liable for any action taken, suffered or omitted by it in
good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture other than any liabilities arising out of the negligence of the Trustee. 
 (11) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder. 
 (12) The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles
of Officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded. 
 (b) The Trustee shall not be required to expend or risk
its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it. 
 Section 604. Not Responsible for Recitals or Issuance of
Securities. 
 The recitals contained herein and in the Securities, except the Trustee’s certificate of
authentication, and in any coupons shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities or coupons, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that the
statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company are true and accurate, subject to the qualifications set forth therein. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof. 
 Section 605. May Hold Securities. 
 The Trustee, any Paying Agent, Security Registrar, Authenticating Agent or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and coupons and, subject to TIA Sections 310(b) and 311, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar,
Authenticating Agent or such other agent. 
  

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 Section 606. Money Held in Trust. 
 Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company. 
 Section 607.
Compensation and Reimbursement. 
 (a) The Company and the Subsidiary Guarantors jointly and severally agree:

 (1) to pay to the Trustee from time to time such compensation for all services rendered by it hereunder as shall be agreed
upon in writing from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 
 (2) except as otherwise expressly provided herein, to reimburse each of the Trustee and any predecessor Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such
expense, disbursement or advance as shall be determined to have been caused by its own negligence or willful misconduct; and 
 (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, damage, claims, liability or expense incurred without negligence or bad faith on its own part, arising out of or in
connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, the Subsidiary Guarantors or any Holder or any other Person)
or liability in connection with the exercise or performance of any of its powers or duties hereunder. 
 (b) As security for
the performance of the obligations of the Company and the Subsidiary Guarantors under this Section, the Trustee shall have a claim 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 (or premium, if any) or interest, if any, on particular Securities or any coupons. 
 (c) When the Trustee incurs expenses or renders services after an Event of Default specified in clause (5) or (6) of Subsection 501(a) occurs, the expenses and compensation for the services are intended to constitute expenses
of administration under any Bankruptcy Law. 
 Section 608. Corporate Trustee Required; Eligibility. 
 There shall at all times be a Trustee hereunder which shall be eligible to act as Trustee under TIA Section 310(a)(1) and shall have
a combined capital and surplus of at least $50,000,000. If such corporation publishes reports of condition at least annually, pursuant to law or the requirements of Federal, State, Territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Company or any
Subsidiary 

  

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Guarantor may not, nor may any Person directly or indirectly controlling, controlled by or under common control with the Company or any Subsidiary Guarantor
serve as Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. 
 Section 609. Resignation and Removal; Appointment of Successor. 
 (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective
until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 610. 
 (b) The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company and the Subsidiary Guarantors. 
 (c) The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series delivered to the Trustee and to the Company. 
 (d) If at any time:

 (1) the Trustee shall fail to comply with the provisions of TIA Section 310(b) after written request therefor by the
Company or by any Holder of a Security who has been a bona fide Holder of a Security for at least six months, or 
 (2) the
Trustee shall cease to be eligible under Section 608 and shall fail to resign after written request therefor by the Company or by any Holder of a Security who has been a bona fide Holder of a Security for at least six months, or 
 (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (i) the Company by or pursuant
to a Board Resolution may remove the Trustee and appoint a successor Trustee with respect to all Securities, or (ii) subject to TIA Section 315(e), any Holder of a Security who has been a bona fide Holder of a Security for at least six
months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. 
 (e) If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of
a notice of resignation or the delivery of an Act of removal, the Trustee resigning or being removed or any Holder who has been a bona fide Holder of Securities for at least six months, may petition at the expense of the Company any court of
competent jurisdiction for the appointment of a successor Trustee. 
  

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 (f) If the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause with respect to the Securities of one or more series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time, except as provided in Section 614, there shall be only one
Trustee with respect to the Securities of any particular series). If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company or the Holders of Securities and accepted appointment in the manner hereinafter provided, any Holder of a Security who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to Securities of such series. 
 (g) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any series in the manner provided for notices to the Holders of Securities in Section 106. Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office. 
 Section 610. Acceptance of Appointment by Successor.

 (a) In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor
Trustee shall execute, acknowledge and deliver to the Company, the Subsidiary Guarantors and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective
and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee
shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 607. 
 (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which 
 (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee
all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, 
  

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 (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain
such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall
continue to be vested in the retiring Trustee, and 
 (3) shall add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the
resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of
the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. 
 (c) Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts referred to in Subsection (a) or (b) of this Section, as the case may be. 
 (d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article. 
 Section 611. Merger, Conversion, Consolidation or Succession to Business. 
 Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from
any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided
such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities or coupons shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities or coupons so authenticated with the same effect as if
such successor Trustee had itself authenticated such Securities or coupons. In case any Securities or coupons shall not have been authenticated by such predecessor Trustee, any such successor Trustee may authenticate and deliver such Securities or
coupons, in either its own name or that of its predecessor Trustee, with the full force and effect which this Indenture provides for the certificate of authentication of the Trustee. 
  

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 Section 612. Appointment of Authenticating Agent. 
 (a) At any time when any of the Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof, and Securities so authenticated shall
be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the
Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
reasonably acceptable to the Company and, except as may otherwise be provided pursuant to Section 301, shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United
States of America or of any State or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or
State authorities. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time an Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 
 (b) Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or further act on the part of the Trustee or the Authenticating Agent. 
 (c) An Authenticating Agent for any series of Securities may at any time resign by giving written notice of resignation to the Trustee for such series and to the Company. The Trustee for any series of Securities may
at any time terminate the agency of an Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such
appointment to all Holders of Securities of the 

  

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series with respect to which such Authenticating Agent will serve in the manner set forth in Section 106. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section. 
 (d) The Company agrees to pay to each Authenticating Agent
from time to time reasonable compensation including reimbursement of its reasonable expenses for its services under this Section. 
 (e) If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate
certificate of authentication substantially in the following form: 
 This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture. 
  

			
	[___________________________________________]
		 	as Trustee
		
	By 	 	  
		 	as Authenticating Agent
		
	By 	 	  
		 	Authorized Signatory


 Section 613. Conflicting Interests. 
 The Trustee shall comply with the provisions of Section 310(b) of the Trust Indenture Act. [Disclosure of any Subordinated Indenture
entered into between the Company and the Trustee.] 
 Section 614. Appointment of Co-Trustee. 
 (a) For the purpose of meeting any legal requirements of any jurisdiction in which the Company may at the time be located in connection
with the enforcement of any right or the taking of any action on behalf of the Holders of any Securities issued hereunder, the Trustee shall have the power and may execute and deliver all instruments necessary to appoint one or more Persons to act
as a co-trustee or co-trustees, or separate trustee or separate trustees, such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable. Each co-trustee or separate trustee hereunder shall be required to meet
the terms of eligibility as a trustee under Section 608. The Trustee shall promptly notify the Holders and the Company of the appointment of a co-trustee or separate trustee under this section. 
  

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 (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and conditions: 
 (1) all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act
separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; 
 (2) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; 
 (3) the Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee; 
 (4) any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article Six. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture,
specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection or rights (including the rights to compensation, reimbursement and indemnification hereunder) to, the Trustee.
Every such instrument shall be filed with the Trustee; and 
 (5) any separate trustee or co-trustee may at any time
constitute the Trustee its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name for the purposes of enforcing any
rights or taking any other action on behalf of the Holders of any Securities issued hereunder. 
 Section 615. Trustee’s Application
for Instructions from the Company. 
 Any application by the Trustee for written instructions from the Company may, at the
option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be
liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than five Business Days after the date any
Officer of the Company actually receives such application, unless any such Officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Trustee shall have
received written instructions in response to such application specifying the action to be taken or omitted. 
  

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 Section 616. Preferential Collection of Claims Against Company. 
 The Trustee is subject to TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who
has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein. 
 ARTICLE SEVEN 

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 
 Section 701. Disclosure of Names and Addresses of Holders. 
 (a) The Company will
furnish or cause to be furnished to the Trustee: 
 (1) semiannually, not later than 15 days after each Regular Record Date
for Securities of each series at the time Outstanding, a list in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Registered Securities as of such Regular Record Date, or if there is no Regular Record
Date for interest for such series of Securities, semiannually, upon such dates as are set forth in the Board Resolution, Officers’ Certificates indenture supplemental hereto authorizing such series, and 
 (2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list
of similar form and content as of a date not more than 15 days prior to the time such list is furnished; 
 provided, that, so long as
the Trustee is the Security Registrar, no such list shall be required to be furnished. 
 (b) The Trustee shall preserve, in
as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its
capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished. 
 (c) The rights of the Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as
provided by the Trust Indenture Act. 
 (d) Every Holder of Securities or coupons, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor any Authenticating Agent nor any Paying Agent nor any Security Registrar shall be held accountable by reason of the disclosure of any information as to the names and
addresses of the Holders of Securities in accordance with TIA Section 312, 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 TIA Section 312(b). 
  

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 Section 702. Reports by Trustee. 
 Within 60 days after May 15 of each year commencing with the first May 15 after the first issuance of Securities pursuant to
this Indenture, the Trustee shall transmit by mail to all Holders of Securities as provided in TIA Section 313(c) a brief report dated as of such May 15 if required by TIA Section 313(a). The Trustee will also comply with TIA
Section 313(b). 
 A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee
with each stock exchange, if any, upon which the Securities are listed, with the Commission and with the Company. The Company will promptly notify the Trustee of the listing or de-listing of the Securities on any stock exchange. 
 Section 703. Reports by Company. 
 (a) The Company will: 
 (1) file with the Trustee, within 15 days after the Company is
required to file the same with the Commission, copies of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or, if the Company is not required to file information, documents or reports pursuant
to either of such Sections, then it will file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports
which may be required pursuant to Section 13 of the Securities Exchange Act of 1934 in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;

 (2) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the
Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and 
 (3) transmit by mail to the Holders of Securities, within 30 days after the filing thereof with the Trustee, in the manner and to the
extent provided in TIA Section 313(c), such summaries of any information, documents and reports required to be filed by the Company pursuant to clauses (1) and (2) of this Subsection as may be required by rules and regulations
prescribed from time to time by the Commission. 
  

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 (b) Delivery of such reports, information and documents to the Trustee pursuant to
Subsection (a) of this Section is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including
the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). 
 Section 704. Calculation of Original Issue Discount. 
 Upon request of the Trustee,
the Company shall file with the Trustee promptly at the end of each calendar year 
 (a) a written notice specifying the
amount of original issue discount (including daily rates and accrual periods), if any, accrued on Outstanding Securities as of the end of such year and 
 (b) 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 EIGHT 
 CONSOLIDATION,
MERGER, CONVEYANCE OR TRANSFER 
 Section 801. Company May Consolidate, Etc., Only on Certain Terms. 
 (a) The Company shall not consolidate with or merge with or into another Person (whether or not the Company is the surviving corporation)
or directly or indirectly sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another
Person or Persons, unless: 
 (1) either the Company is the surviving corporation, or the Person formed by or surviving any
such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (i) is organized and existing under the laws of the United States, any state thereof or
the District of Columbia, and (ii) expressly assumes, by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture;

 (2) immediately after giving effect to such transaction, no Default or Event of Default exists; and 
 (3) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such
consolidation, merger, sale, assignment, conveyance or transfer and such supplemental indenture (if any) comply with this Indenture; 
  

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 (4) immediately after giving effect to such transaction on a pro forma basis, the Company
or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made will, on the date of such transaction after giving
pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional indebtedness pursuant to Section __; and

 (5) each Subsidiary Guarantor, unless such Subsidiary Guarantor is the Person with which the Company has entered into a
transaction under this Section 801, shall have by supplemental indenture to its Subsidiary Guarantee confirmed that its Subsidiary Guarantee shall apply to the obligations of the Company or the surviving Person in accordance with the Securities
and this Indenture. 
 (b) this Section 801 shall not apply to (1) any merger, consolidation or sale, assignment,
transfer, conveyance or other disposition of assets (i) between or among the Company and any of its Restricted Subsidiaries or (ii) entered into for the purpose of reincorporating an entity in another jurisdiction or (2) any
reorganization that results in all of the Capital Stock of the Company being held by a Parent Entity, provided that the shareholders of the Parent Entity immediately after such reorganization are the shareholders of the Company immediately
preceding such reorganization. 
 Section 802. Successor Person Substituted. 
 (a) Upon any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially
all of the properties and assets of the Company in accordance with Section 801, the successor Person formed by such consolidation with the Company to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed
to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; thereafter the predecessor company shall be relieved of
all further obligations and covenants under this Indenture and the Securities; provided that the Company shall not be released from its obligation to pay the principal of, premium, if any, or interest on the Securities in the case of a lease
of all or substantially all of its properties and assets. 
 (b) Such successor entity thereupon may cause to be signed, and
may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor entity,
instead of the Company, and subject to all the terms, conditions and limitations prescribed in this Indenture, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the Officers of
the Company to the Trustee for authentication, and any Securities which such successor entity thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities of any series so issued shall in all respects have
the same legal rank and benefit under this Indenture as the Securities of such series 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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 (c) In case of any such merger in which the Company is not the surviving corporation or
any such consolidation, sale, lease, assignment, transfer 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. 
 Section 803. Officers’ Certificate and Opinion of Counsel. 
 Any consolidation, merger, sale, conveyance, assignment, transfer or lease permitted under Section 801 is also subject to the
condition that the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, sale, conveyance, transfer, assignment or lease, and the assumption by any successor Person and
any such supplemental indenture, comply with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. 
 ARTICLE NINE 
 SUPPLEMENTAL INDENTURES 
 Section 901. Supplemental Indentures Without Consent of Holders. 
 Without the consent of any Holders of Securities or coupons, the Company when authorized by or pursuant to a Board Resolution, and the
Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 
 (a) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company
herein and in the Securities contained; or 
 (b) to add to the covenants of the Company 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 Company; or 
 (c) to add any additional Events of Default for the benefit of the Holders of all or
any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such series); provided, that,
in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an
immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such
additional Events of Default apply to waive such default; or 
  

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 (d) to add to or change any of the provisions of this Indenture to provide that Bearer
Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to
permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form; provided that any such action shall not adversely affect
the interests of the Holders of Securities of any series or any related coupons in any material respect; or 
 (e) 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 entitled to the benefit of such provision; or 
 (f) to secure the Securities pursuant to the requirements of such
indenture supplement, if applicable; or 
 (g) to establish the form or terms of Securities of any series and any related
coupons as permitted by Sections 201 and 301, including the provisions and procedures relating to Securities convertible into or exchangeable for any securities of any Person (including the Company); or 
 (h) 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; or 
 (i) to close this indenture with respect to the authentication and delivery of additional series of Securities; or 
 (j) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to
make any other provisions with respect to matters or questions arising under this Indenture; provided that such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material
respect; or 
 (k) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or
facilitate the defeasance and discharge of any series of Securities pursuant to Sections 401, 1402 and 1403; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any
related coupons or any other series of Securities in any material respect; or 
 (l) to comply with the requirements of the
Commission in order to effect or maintain the qualification of this Indenture under the TIA. 
  

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 Section 902. Supplemental Indentures with Consent of Holders. 
 (a) With the consent of the Holders of not less than a majority in principal amount of all Outstanding Securities affected by such
supplemental indenture, with each series voting separately, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture which affects such series of Securities or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, that, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of such series affected thereby: 
 (1) change the Stated Maturity of the principal of (or premium, if any, on) or any installment of principal of or interest on, any
Security, subject to the provisions of Section 308; or reduce the principal amount thereof (or premium, if any) or the rate of interest (or change the manner of calculation of interest), thereon, or any Additional Amounts with respect thereto,
or any premium payable upon the redemption thereof, or change any obligation of the Company to pay Additional Amounts pursuant to Section 1005 (except as contemplated by Subsection 801(a) and permitted by Subsection 901(a)), or reduce
the amount of the principal of an Original Issue Discount Security or Indexed Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502 or the amount thereof provable in bankruptcy
pursuant to Section 504, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where, or the Currency in which, any Security or any premium or interest or Additional Amount
thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption or repayment at the option of the Holder, on or after the Redemption Date or the
Repayment Date, as the case may be), or adversely affect any right to convert or exchange any Security as may be provided pursuant to Section 301 herein, or 
 (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for
any such supplemental indenture, or the consent of whose Holders is required for any waiver with respect to such series (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in
this Indenture, or reduce the requirements of Section 1504 for quorum or voting, or 
 (3) modify any of the provisions
of this Section, Section 514 or Section 1007, except to increase any such percentage or to provide that certain other provisions of this Indenture that affect such series cannot be modified or waived without the consent of the Holder of
each Outstanding Security affected thereby, or 
 (4) cause the Securities to be expressly subordinated to other indebtedness
of the Company. 
  

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 (b) It shall not be necessary for any Act of Holders under this Section to approve the
particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 
 (c) 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 the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 
 (d) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to
any indenture supplemental hereto. If a record date is fixed, the Holders at the close of Business on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or
not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any
such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. 
 Section
903. Execution of Supplemental Indentures. 
 In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and shall be fully protected in relying upon (subject to the provisions of Article Six
hereof), an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise. 
 Section 904. Effect of Supplemental Indentures.

 Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance
therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder and of any coupon appertaining thereto shall be bound
thereby. 
 Section 905. Conformity with Trust Indenture Act. 
 Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in
effect. 
 Section 906. Reference in Securities to Supplemental Indentures. 
 Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and
shall, if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. 
  

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 ARTICLE TEN 
 COVENANTS 
 Section 1001. Payment of Principal, Premium, if any, and Interest. 
 The Company covenants and agrees for the benefit of the Holders of each series of Securities that it will duly and punctually pay the
principal of (and premium, if any) and interest and Additional Amounts, if any, on the Securities of that series in accordance with the terms of such series of Securities, any coupons appertaining thereto and this Indenture. Any interest due on
Bearer Securities on or before Maturity, other than Additional Amounts, if any, payable as provided in Section 1005 in respect of principal of (or premium, if any, on) such a Security, shall be payable only upon presentation and surrender of
the several coupons for such interest installments as are evidenced thereby as they severally mature. Unless otherwise specified with respect to Securities of any series pursuant to Section 301, at the option of the Company, all payments of
principal may be paid by check to the registered Holder of the Registered Security or other person entitled thereto against surrender of such Security or wire transfer to an account in the United States maintained by the Payee. 
 Section 1002. Maintenance of Office or Agency. 
 (a) If Securities of a series are issuable only as Registered Securities, the Company shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as
applicable, and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company will maintain: 
 (1) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented
or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible or
exchangeable may be surrendered for conversion or exchange, as applicable, and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series
and related coupons may be presented or surrendered for payment in the circumstances described in Subsection (c) of this Section (and not otherwise), 
  

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 (2) subject to any laws or regulations applicable thereto, in a Place of Payment for that
series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment; provided, that, if the Securities of that series are listed on the
Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities of that series in Luxembourg or any other required city
located outside the United States, as the case may be, so long as the Securities of that series are listed on such exchange, and 
 (3) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of
transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. 
 (b) If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of that series and the related coupons may be presented and surrendered for
payment at the offices specified in the Security, in London, England, and the Company hereby appoints the same as its agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee its
agent to receive all such presentations, surrenders, notices and demands. 
 (c) Unless otherwise specified with respect to
any Securities pursuant to Section 301, no payment of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Company in the United States or by check mailed to any address in the United States or by
transfer to an account maintained with a bank located in the United States; provided, that, if the Securities of a series are payable in Dollars, payment of principal of (and premium, if any) and interest, if any, on any Bearer Security shall
be made at the office of the Company’s Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies
outside the United States maintained for such purpose by the Company in accordance with this Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions. 
 (d) The Company may from time to time designate one or more other offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all of such purposes, and may from time to time rescind such designations; provided, that, no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office
or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the 

  

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location of any such other office or agency. Unless otherwise specified with respect to any Securities pursuant to Section 301 with respect to a series
of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office
as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. 
 (e)
Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series 
 (1) are denominated in a Currency other than Dollars, or 
 (2) may be payable in a Currency
other than Dollars, or 
 (3) so long as it is required under any other provision of the Indenture, 
 then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent. 
 Section 1003. Money for Securities Payments to be Held in Trust. 
 (a) If the Company or any Subsidiary or any Affiliate of any of them shall at any time act as Paying Agent with respect to any series of
any Securities and any related coupons, it will, on or before each due date of the principal of (or premium, if any) or interest, if any, on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Subsections 312(b), 312(d)
and 312(e)) sufficient to pay the principal of (and premium, if any) and interest, if any, on Securities of such series so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly
notify the Trustee of its action or failure so to act. 
 (b) Whenever the Company shall have one or more Paying Agents for
any series of Securities and any related coupons, it will, on or before each due date of the principal of (or premium, if any) or interest, if any, on any Securities of that series, deposit with a Paying Agent a sum (in the Currency described in
Subsection 1003(a)) sufficient to pay the principal (or premium, if any) or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Paying Agent shall agree that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to
make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable. 
 (c) The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums
held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such sums. 
  

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 (d) Except as otherwise provided in the Securities of any series, any money deposited
with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (or premium, if any) or interest, if any, on any Security of any series and remaining unclaimed for two years after such principal,
premium or interest has become due and payable shall be paid to the Company upon Company Request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment of such principal, premium or interest on any Security, without interest thereon, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company
as trustee thereof, shall thereupon cease; provided, that, the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper in each
Place of Payment for such series, or mailed to each Holder of Registered Securities of such series, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid to the Company. 
 Section 1004. Corporate Existence.

 Subject to Article Eight, the Company shall do or cause to be done all things necessary to preserve and keep in full force
and effect its corporate existence and material rights and franchises (charter and statutory); provided, that, the Company shall not be required to preserve any such right or franchise if it shall determine that the preservation thereof is no
longer necessary or desirable in the conduct of the business of the Company; and provided further, that the foregoing shall not prohibit a sale, transfer or conveyance of a Subsidiary or any of its assets in compliance with the terms
of the Indenture. 
 Section 1005. Additional Amounts. 
 (a) If any Securities of a series provide for the payment of Additional Amounts, the Company will pay to the Holder of a Security of such
series or any coupon appertaining thereto Additional Amounts as may be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or premium, if any) or interest, if
any, on any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by
the terms of such series established pursuant to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms and express mention of the payment of Additional
Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. 
 (b) Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of Additional
Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium
is made), and at least 10 days prior to each date of payment of principal, premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Company will furnish the Trustee
and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers’ Certificate instructing the 

  

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Trustee and such Paying Agent or Paying Agents whether such payment of principal, premium or interest on the Securities of that series shall be made to
Holders of Securities of that series or any related coupons who are not United States persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of the series. If any such
withholding shall be required, then such Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the
Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such
Paying Agent shall be entitled (1) to assume that no such withholding or deduction is required with respect to any payment of principal of (or premium, if any) or interest with respect to any Securities of a series or related coupons until it
shall have received a certificate advising otherwise and (2) to make all payments of principal of (or premium, if any) and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise
advised. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection
with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section. 
 Section
1006. Statement as to Compliance. 
 The Company (and each Subsidiary Guarantor to the extent that such Subsidiary
Guarantor is required under the TIA) will deliver to the Trustee, within 120 days after the end of each fiscal year, a brief certificate from the principal executive officer, principal financial officer or principal accounting officer as to his or
her knowledge of the Company’s (or such Subsidiary Guarantor’s) compliance with all conditions and covenants under this Indenture and, if the Company (or such Subsidiary Guarantor) is in default, specifying all such defaults and the nature
and status thereof of which he or she may have knowledge. For purposes of this Section 1006, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. 
 Section 1007. Waiver of Certain Covenants. 
 With respect to the Securities of any series, the Company may omit in any particular instance to comply with any term, provision or condition specified pursuant to Section 301 as being subject to this
Section 1007, if before or after the time for such compliance the Holders of at least a majority in principal amount of all Outstanding Securities of such series affected by such term, provision or condition, by Act of such Holders, waive such
compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. 
  


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 Section 1008. Statement by Officers as to Default. 
 The Company shall deliver to the Trustee, as soon as possible and in any event within 10 days after the Company becomes aware of the
occurrence of any Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers’ Certificate setting forth the details of such Event of Default or default and the action which
the Company proposes to take with respect thereto. 
 ARTICLE ELEVEN 
 REDEMPTION OF SECURITIES 
 Section 1101. Applicability of Article.

 Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their
terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article. 
 Section 1102. Election to Redeem; Notice to Trustee. 
 The election of the Company to redeem any Securities
shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Company of less than all of the Securities of any series, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee in writing of such Redemption Date and of the principal amount of Securities of such series to be redeemed. In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction.

 Section 1103. Selection by Trustee of Securities to be Redeemed. 
 (a) If less than all the Securities of any series issued on the same day with the same terms are to be redeemed, the particular Securities
to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series issued on such date with the same terms not previously called for redemption, by such method as the
Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of
Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that series. 
 (b) The Trustee shall promptly notify the Company and the Security Registrar (if other than itself) in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal
amount thereof to be redeemed. 
 (c) For all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of any 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 1104. Notice of Redemption. 
 (a) Notice of redemption shall be given in the manner provided in Section 106, not less than 30 days nor more than 60 days prior to
the Redemption Date, unless a shorter period is specified by the terms of such series established pursuant to Section 301, to each Holder of Securities to be redeemed, but failure to give such notice in the manner herein provided to the Holder
of any Security designated for redemption as a whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption of any other such Security or portion thereof. 
 (b) Any notice that is mailed to the Holders of Registered Securities in the manner herein provided shall be conclusively presumed to have
been duly given, whether or not the Holder receives the notice. All notices of redemption shall state: 
 (1) the Redemption
Date, 
 (2) the Redemption Price and the amount of accrued interest, if any, to the Redemption Date payable as provided in
Section 1106, 
 (3) if less than all the Outstanding Securities of any series are to be redeemed, the identification
(and, in the case of partial redemption, the principal amount) of the particular Securities to be redeemed, 
 (4) in case any
Security is to be redeemed in part only, the notice which relates to such Security shall state that on and after the Redemption Date, upon surrender of such Security, the Holder will receive, without a charge, a new Security or Securities of
authorized denominations for the principal amount thereof remaining unredeemed, 
 (5) that on the Redemption Date, the
Redemption Price and accrued interest, if any, to the Redemption Date payable as provided in Section 1106 will become due and payable upon each such Security, or the portion thereof, to be redeemed and, if applicable, that interest thereon
shall cease to accrue on and after said date, 
 (6) the Place or Places of Payment where such Securities, together in the
case of Bearer Securities with all coupons appertaining thereto, if any, maturing after the Redemption Date, are to be surrendered for payment of the Redemption Price and accrued interest, if any, 
 (7) that the redemption is for a sinking fund, if such is the case, 
 (8) that, unless otherwise specified in such notice, Bearer Securities of any series, if any, surrendered for redemption must be
accompanied by all coupons maturing subsequent to the Redemption Date or the amount of any such missing coupon or coupons will be deducted from the Redemption Price, unless security or indemnity satisfactory to the Company, the Trustee for such
series and any Paying Agent is furnished, 
  

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 (9) if Bearer Securities of any series are to be redeemed and any Registered Securities
of such series are not to be redeemed, and if such Bearer Securities may be exchanged for Registered Securities not subject to redemption on this Redemption Date pursuant to Section 305 or otherwise, the last date, as determined by the Company,
on which such exchanges may be made, and 
 (10) the CUSIP number of such Security, if any. 
 (c) Notice of redemption of Securities to be redeemed shall be given by the Company or, at the Company’s request, by the Trustee in
the name and at the expense of the Company. 
 Section 1105. Deposit of Redemption Price. 
 On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its
own Paying Agent, which it may not do in the case of a sinking fund payment under Article Twelve, segregate and hold in trust as provided in Section 1003) an amount of money in the Currency in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Subsections 312(b), 312(d) and 312(e)) sufficient to pay on the Redemption Date the Redemption Price of, and
(unless otherwise specified pursuant to Section 301) accrued and unpaid interest, if any, on, all the Securities or portions thereof which are to be redeemed on that date. 
 Section 1106. Securities Payable on Redemption Date. 
 (a) Notice of redemption having been given as aforesaid, the Securities of any series so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified in the Currency
in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Subsections 312(b), 312(d) and 312(e)) (together with
accrued interest, if any, to the Redemption Date), and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest, if any) such Securities shall if the same were interest-bearing cease to
bear interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Security for redemption in accordance with said notice, together
with all coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, that,
installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and, unless
otherwise specified as contemplated by Section 301, only upon presentation and surrender of coupons for such interest; and provided further that installments of interest on Registered Securities whose Stated Maturity is prior to
(or, if specified pursuant to Section 301, on) the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to
their terms and the provisions of Section 307. 
  

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 (b) If any Bearer Security surrendered for redemption shall not be accompanied by all
appurtenant coupons maturing after the Redemption Date, such Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be
waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any
Paying Agent any such missing coupon in respect of which a deduction shall have been made from the Redemption Price, such Holder shall be entitled to receive the amount so deducted; provided, that, interest represented by coupons shall be
payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation and surrender of those coupons.

 (c) If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and
premium, if any) shall, until paid, bear interest from the Redemption Date at the rate of interest set forth in such Security or, in the case of an Original Issue Discount Security, at the Yield to Maturity of such Security. 
 Section 1107. Securities Redeemed in Part. 
 Any Registered Security which is to be redeemed only in part (pursuant to the provisions of this Article or of Article Twelve) shall be surrendered at a Place of Payment therefor (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Company shall execute and the
Trustee shall authenticate and deliver to the Holder of such Security without service charge a new Security or Securities of the same series, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Security so surrendered. However, if less than all the Securities of any series with differing issue dates, interest rates and stated maturities are to be redeemed, the Company in its sole
discretion shall select the particular Securities to be redeemed and shall notify the Trustee in writing thereof at least 45 days prior to the relevant redemption date. 
 ARTICLE TWELVE 
 SINKING FUNDS 
 Section 1201. Applicability of Article. 
 (a) The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 301 for Securities of such series.

 (b) 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 such Securities of any series is herein referred to as an “optional sinking fund payment”. If
provided for by the terms of any Securities of any series, the cash amount of any mandatory sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities
of any series as provided for by the terms of Securities of such series. 
  

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 Section 1202. Satisfaction of Sinking Fund Payments with Securities. 
 Except as otherwise specifically contemplated by Section 301 for Securities of such series, the Company may, in satisfaction of all
or any part of any mandatory sinking fund payment with respect to the Securities of a series, (a) deliver Outstanding Securities of such series (other than any previously called for redemption) together in the case of any Bearer Securities of
such series with all unmatured coupons appertaining thereto and (b) apply as a credit Securities of such series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application
of permitted optional sinking fund payments pursuant to the terms of such Securities, as provided for by the terms of such Securities; provided that such Securities so delivered or applied as a credit have not been previously so credited.
Such Securities shall be received and credited for such purpose by the Trustee at the applicable Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such mandatory sinking fund payment
shall be reduced accordingly. 
 Section 1203. Redemption of Securities for Sinking Fund. 
 Not less than 60 days prior to each sinking fund payment date for Securities of any series, the Company will deliver to the Trustee an
Officers’ Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash in the Currency in
which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Subsections 312(b), 312(d) and 312(e)) and the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1202, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and will also
deliver to the Trustee any Securities to be so delivered and credited. If such Officers’ Certificate shall specify an optional amount to be added in cash to the next ensuing mandatory sinking fund payment, the Company shall thereupon be
obligated to pay the amount therein specified. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103
and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 1106 and 1107. 
 ARTICLE THIRTEEN 
 REPAYMENT AT THE OPTION OF HOLDERS 
 Section 1301. Applicability of
Article. 
 Repayment of Securities of any series before their Stated Maturity at the option of Holders thereof shall be
made in accordance with the terms of such Securities and (except as otherwise specified by the terms of such series established pursuant to Section 301) in accordance with this Article. 
  

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 Section 1302. Repayment of Securities. 
 Securities of any series subject to repayment in whole or in part at the option of the Holders thereof will, unless otherwise provided in
the terms of such Securities, be repaid at the Repayment Price thereof, together with interest, if any, thereon accrued to the Repayment Date specified in or pursuant to the terms of such Securities. The Company covenants that on or before the
Repayment Date it will deposit with the Trustee or with a Paying Agent (or, if the Company or any Subsidiary or any Affiliate of any of them is acting as Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money
in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Subsections 312(b), 312(d) and 312(e))
sufficient to pay the Repayment Price of, and (unless otherwise specified pursuant to Section 301) accrued interest on, all the Securities or portions thereof, as the case may be, to be repaid on such date. 
 Section 1303. Exercise of Option. 
 Securities of any series subject to repayment at the option of the Holders thereof will contain an “Option to Elect Repayment” form on the reverse of such Securities. To be repaid at the option of the
Holder, any Security so providing for such repayment, with the “Option to Elect Repayment” form on the reverse of such Security duly completed by the Holder (or by the Holder’s attorney duly authorized in writing), must be
received by the Company at the Place of Payment therefor specified in the terms of such Security (or at such other place or places of which the Company shall from time to time notify the Holders of such Securities) not earlier than 45 days nor later
than 30 days prior to the Repayment Date. If less than the entire Repayment Price of such Security is to be repaid in accordance with the terms of such Security, the portion of the Repayment Price of such Security to be repaid, in increments of the
minimum denomination for Securities of such series, and the denomination or denominations of the Security or Securities to be issued to the Holder for the portion of such Security surrendered that is not to be repaid, must be specified. Any Security
providing for repayment at the option of the Holder thereof may not be repaid in part if, following such repayment, the unpaid principal amount of such Security would be less than the minimum authorized denomination of Securities of the series of
which such Security to be repaid is a part. Except as otherwise may be provided by the terms of any Security providing for repayment at the option of the Holder thereof, exercise of the repayment option by the Holder shall be irrevocable unless
waived by the Company. 
 Section 1304. When Securities Presented for Repayment Become Due and Payable. 
 (a) If Securities of any series providing for repayment at the option of the Holders thereof shall have been surrendered as provided in
this Article and as provided by or pursuant to the terms of such Securities, such Securities or the portions thereof, as the case may be, to be repaid shall become due and payable and shall be paid by the Company on the Repayment Date therein
specified, and on and after such Repayment Date (unless the Company shall default in the payment of such Securities on such 

  

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Repayment Date) such Securities shall, if the same were interest-bearing, cease to bear interest and the coupons for such interest appertaining to any Bearer
Securities so to be repaid, except to the extent provided below, shall be void. Upon surrender of any such Security for repayment in accordance with such provisions, together with all coupons, if any, appertaining thereto maturing after the
Repayment Date, the Repayment Price of such Security so to be repaid shall be paid by the Company, together with accrued interest, if any, to the Repayment Date; provided, that, coupons whose Stated Maturity is on or prior to the Repayment
Date shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified pursuant to Section 301, only upon presentation and surrender of such
coupons; and provided further that installments of interest on Registered Securities, whose Stated Maturity is prior to (or, if specified pursuant to Section 301, on) the Repayment Date shall be payable (but without interest
thereon, unless the Company shall default in the payment thereof) to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the
provisions of Section 307. 
 (b) If any Bearer Security surrendered for repayment shall not be accompanied by all
appurtenant coupons maturing after the Repayment Date, such Security may be paid after deducting from the amount payable therefor as provided in Section 1302 an amount equal to the face amount of all such missing coupons, or the surrender of
such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been made as provided in the preceding sentence, such Holder shall be entitled to receive the amount so deducted; provided,
that, interest represented by coupons shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of those coupons. 
 (c) If any Security surrendered for repayment shall not be so repaid upon
surrender thereof, the Repayment Price shall, until paid, bear interest from the Repayment Date at the rate of interest set forth in such Security or, in the case of an Original Issue Discount Security, at the Yield to Maturity of such Security.

 Section 1305. Securities Repaid in Part. 
 Upon surrender of any Registered Security which is to be repaid in part only, the Company shall execute and the Trustee shall authenticate
and deliver to the Holder of such Security, without service charge and at the expense of the Company, a new Registered Security or Securities of the same series, of any authorized denomination specified by the Holder, in an aggregate principal
amount equal to and in exchange for the portion of the principal of such Security so surrendered which is not to be repaid. 
  

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 ARTICLE FOURTEEN 
 DEFEASANCE AND COVENANT DEFEASANCE 
 Section 1401. Applicability of Article; Company’s Option
to Effect Defeasance or Covenant Defeasance. 
 If pursuant to Section 301 provision is made for either or both of
(a) defeasance of the Securities of or within a series under Section 1402 or (b) covenant defeasance of the Securities of or within a series under Section 1403, then the provisions of such Section or Sections, as the case may be,
together with the other provisions of this Article (with such modifications thereto as may be specified pursuant to Section 301 with respect to any Securities), shall be applicable to such Securities and any coupons appertaining thereto, and
the Company may at its option by Board Resolution, at any time, with respect to such Securities and any coupons appertaining thereto, elect to have Section 1402 (if applicable) or Section 1403 (if applicable) be applied to such Outstanding
Securities and any coupons appertaining thereto upon compliance with the conditions set forth below in this Article. 
 Section 1402.
Defeasance and Discharge. 
 Upon the Company’s exercise of the above option applicable to this Section with
respect to any Securities of or within a series, the Company shall each be deemed to have been discharged from its obligations with respect to such Outstanding Securities and any coupons appertaining thereto on the date the conditions set forth in
Section 1404 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by
such Outstanding Securities and any coupons appertaining thereto, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1405 and the other Sections of this Indenture referred to in clauses (a) and
(b) of this Section 1402, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and this Indenture insofar as such Securities and any coupons appertaining thereto are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: 
 (a) the rights of Holders of such Outstanding Securities and any coupons appertaining thereto to receive, solely from the trust fund
described in Section 1404 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due,

 (b) the obligations of the Company with respect to such Securities under Sections 304, 305, 306, 1002 and 1003
and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 1005 with respect to the rights, if any, of the holders of such Securities to require the Company to repay such Securities as
contemplated by Article Thirteen and with respect to the rights, if any, of holders to convert or exchange such Securities into other Securities, 
  

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 (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and

 (d) subject to compliance with this Article Fourteen, the Company may exercise its option under this Section 1402
notwithstanding the prior exercise of its option under Section 1403 with respect to such Securities and any coupons appertaining thereto. 
 Section 1403. Covenant Defeasance. 
 Upon the Company’s exercise of the above option applicable to this
Section with respect to any Securities of or within a series, the Company shall be released from its obligations under any other covenant specified pursuant to Section 301, with respect to such Outstanding Securities and any coupons
appertaining thereto on and after the date the conditions set forth in Section 1404 are satisfied (hereinafter, “covenant defeasance”), and such Securities and any coupons appertaining thereto shall thereafter be deemed to not be
“Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with any applicable covenant, but shall continue to be deemed “Outstanding” for
all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to such Outstanding Securities and any coupons appertaining thereto, the Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such Section or such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of reference in any such Section
or such other covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under clause (4) of Subsection 501(a) or otherwise except as specified in
accordance with Section 301, as the case may be, but, except as specified above, the remainder of this Indenture and such Securities and any coupons appertaining thereto shall be unaffected thereby. 
 Section 1404. Conditions to Defeasance or Covenant Defeasance. 
 The following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within
a series and any coupons appertaining thereto: 
 (a) The Company shall irrevocably have deposited or caused to be deposited
with the Trustee (or another trustee satisfying the requirements of Section 608 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any coupons appertaining thereto, (1) an amount (in such Currency in which such Securities and any coupons appertaining thereto are
then specified as payable at Stated Maturity), or (2) Government Obligations applicable to such Securities and coupons appertaining thereto (determined on the basis of the Currency in which such Securities and coupons appertaining thereto are
then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of
(and premium, if any) and interest, if any, on such Securities and any coupons 

  

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appertaining thereto, money in an amount, or (3) a combination thereof in an amount, sufficient, in the opinion of a nationally recognized firm of
independent public accountants or nationally recognized independent investment banking firm expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying
trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest
and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this
Indenture and of such Securities and any coupons appertaining thereto. 
 (b) Such defeasance or covenant defeasance shall not
result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. 
 (c) No Default or Event of Default with respect to such Securities and any coupons
appertaining thereto shall have occurred and be continuing on the date of such deposit or, insofar as clauses (5) and (6) of Subsection 501(a) are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration
of such period). 
 (d) In the case of an election under Section 1402, the Company shall have delivered to the Trustee an
Opinion of Counsel stating that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of execution of this Indenture, there has been a change in the applicable
Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for Federal income
tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. 
 (e) In the case of an election under Section 1403, the Company shall have delivered to the Trustee an Opinion of Counsel to the
effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on
the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. 
 (f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under
Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (1) as a result of a deposit pursuant to Subsection (a) of this Section and the related exercise of the Company’s
option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company, with respect to the trust funds representing such deposit or by the trustee
for such trust funds or (2) all necessary registrations under said Act have been effected. 
  

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 (g) Notwithstanding any other provisions of this Section, such defeasance or covenant
defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301. 
 Section 1405. Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. 
 (a) Subject to the provisions of Subsection 1003(d), all money and Government Obligations (or other property as may be provided
pursuant to Section 301) (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1405, the “Trustee”) pursuant to Section 1404 in respect of
any Outstanding Securities of any series and any coupons appertaining thereto shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and any coupons appertaining thereto and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities and any coupons appertaining thereto of all sums due and to become due
thereon in respect of principal (and premium, if any) and interest, if any, but such money need not be segregated from other funds except to the extent required by law. 
 (b) Unless otherwise specified with respect to any Security pursuant to Section 301, if, after a deposit referred to in
Subsection 1404(a) has been made, (1) the Holder of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Subsection 312(b) or the terms of such Security to receive payment in a Currency
other than that in which the deposit pursuant to Subsection 1404(a) has been made in respect of such Security, or (2) a Conversion Event occurs as contemplated in Subsection 312(d) or 312(e) or by the terms of any Security in respect
of which the deposit pursuant to Subsection 1404(a) has been made, the indebtedness represented by such Security and any coupons appertaining thereto shall be deemed to have been, and will be, fully discharged and satisfied through the payment
of the principal of (and premium, if any) and interest, if any, on such Security as the same becomes due out of the proceeds yielded by converting (from time to time as specified below in the case of any such election) the amount or other property
deposited in respect of such Security into the Currency in which such Security becomes payable as a result of such election or Conversion Event based on the applicable Market Exchange Rate for such Currency in effect on the second Business Day prior
to each payment date, except, with respect to a Conversion Event, for such Currency in effect (as nearly as feasible) at the time of the Conversion Event. 
 (c) The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to Section 1404 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of such Outstanding Securities and any coupons appertaining thereto. 
 (d) Anything in this Article Fourteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time
upon Company Request any money or Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 1404 which, in the opinion of a nationally recognized firm of independent public accountants expressed in
a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect a defeasance or covenant defeasance, as applicable, in accordance with this Article. 
  

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 Section 1406. Reinstatement. 
 If the Trustee or any Paying Agent is unable to apply any money in accordance with Section 1405 by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and such Securities and any related coupons shall be revived and reinstated as though no
deposit had occurred pursuant to Section 1402 or 1403, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 1405; provided, that if the Company makes any
payment of principal of (or premium, if any) or interest, if any, on any such Security or any related coupon following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities and any
related coupons to receive such payment from the money held by the Trustee or Paying Agent. 
 ARTICLE FIFTEEN 
 MEETINGS OF HOLDERS OF SECURITIES 
 Section 1501. Purposes for Which Meetings May Be Called. 
 If Securities of a series are issuable as Bearer
Securities, a meeting of Holders of Securities of such series may be called at any time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be made, given or taken by Holders of Securities of such series. 
 Section 1502. Call, Notice and Place of
Meetings. 
 (a) The Trustee may at any time call a meeting of Holders of Securities of any series for any purpose specified
in Section 1501, to be held at such time and at such place in the Borough of Manhattan, The City of New York or in London as the Trustee shall determine. Notice of every meeting of Holders of Securities of any series, setting forth the time and
the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided in Section 106, not less than 21 nor more than 180 days prior to the date fixed for the meeting. 

(b) In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series, shall have requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in Section 1501, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided
herein, then the Company or the Holders of Securities of such series in the amount above specified, as the case may be, may determine the time and the place in the Borough of Manhattan, The City of New York or in London for such meeting and may call
such meeting for such purposes by giving notice thereof as provided in Subsection (a) of this Section. 
  

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 Section 1503. Persons Entitled to Vote at Meetings. 
 To be entitled to vote at any meeting of Holders of Securities of any series, a Person shall be (a) a Holder of one or more
Outstanding Securities of such series, or (b) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series by such Holder or Holders. The only Persons who shall be entitled
to be present or to speak at any meeting of Holders of Securities of any series shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of the Company and
its counsel. 
 Section 1504. Quorum; Action. 
 (a) The Persons entitled to vote a majority in principal amount of the Outstanding Securities of a series shall constitute a quorum for a
meeting of Holders of Securities of such series; provided, that if any action is to be taken at such meeting with respect to a consent or waiver which this Indenture expressly provides may be given by the Holders of not less than a specified
percentage in principal amount of the Outstanding Securities of a series, the Persons entitled to vote such specified percentage in principal amount of the Outstanding Securities of such series shall constitute a quorum. In the absence of a quorum
within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days
as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by
the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Subsection 1502(a), except that such notice need be given only once not less than
five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of any adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities of such
series which shall constitute a quorum. 
 (b) Subject to Subsection (a) of this Section 1504, at the reconvening of
any meeting adjourned for lack of a quorum the Persons entitled to vote 25% in principal amount of the Outstanding Securities at the time shall constitute a quorum for the taking of any action set forth in the notice of the original meeting.

 (c) Except as limited by the proviso to Section 902, any resolution presented to a meeting or adjourned meeting duly
reconvened at which a quorum is present as aforesaid may be adopted by the affirmative vote of the Holders of not less than a majority in principal amount of the Outstanding Securities of that series; provided, that except as limited by the
proviso to Section 902, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action which this Indenture expressly provides may be made, given or taken by the Holders of a specified
percentage, which is less 

  

 90 








 
than a majority, in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at
which a quorum is present as aforesaid by the affirmative vote of the Holders of not less than such specified percentage in principal amount of the Outstanding Securities of that series. 
 (d) Any resolution passed or decision taken at any meeting of Holders of Securities of any series duly held in accordance with this
Section shall be binding on all the Holders of Securities of such series and the related coupons, whether or not present or represented at the meeting. 
 (e) Notwithstanding the foregoing provisions of this Section 1504, if any action is to be taken at a meeting of Holders of Securities of any series with respect to any request, demand, authorization, direction,
notice, consent, waiver or other action that this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage in principal amount of all Outstanding Securities affected thereby, or of the Holders of such series
and one or more additional series: 
 (1) there shall be no minimum quorum requirement for such meeting; and 
 (2) the principal amount of the Outstanding Securities of such series that vote in favor of such request, demand, authorization,
direction, notice, consent, waiver or other action shall be taken into account in determining whether such request, demand, authorization, direction, notice, consent, waiver or other action has been made, given or taken under this Indenture.

 Section 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings. 
 (a) Notwithstanding any provisions of this Indenture, the Company may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities
shall be proved in the manner specified in Section 104 and the appointment of any proxy shall be proved in the manner specified in Section 104 or by having the signature of the Person executing the proxy witnessed or guaranteed by any
trust company, bank or banker authorized by Section 104 to certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without
the proof specified in Section 104 or other proof. 
 (b) The Company shall, by an instrument in writing appoint a
temporary chairman of the meeting, unless the meeting shall have been called by Holders of Securities as provided in Subsection 1502(b), in which case the Holders of Securities of the series calling the meeting shall in like manner appoint a
temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting.

  

 91 








 (c) At any meeting each Holder of a Security of such series or proxy shall be entitled to
one vote for each $1,000 principal amount of the Outstanding Securities of such series held or represented by him; provided, that, no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and
ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 
 (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 1502 at which a quorum is present may be
adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting, and the meeting may be held as so adjourned without further notice. 
 Section 1506. Counting Votes and Recording Action of Meetings. 
 The vote upon any resolution submitted to any meeting of Holders of Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities of such series held or represented by them. The permanent chairman
of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes
cast at the meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders of Securities of any series shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the fact, setting forth a copy of the notice of the meeting and showing that said notice was given as provided in
Subsection 1502(a) and, if applicable, Section 1504. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company and another to the
Trustee to be preserved by the Trustee, the former to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. 
 ARTICLE SIXTEEN 
 GUARANTEES 

 Section 1601. Unconditional Guarantee. 
 (a) Each Subsidiary Guarantor hereby, jointly and severally, unconditionally guarantees to each Holder and to the Trustee the due and
punctual payment of the principal of, premium, if any, and interest on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or
otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawful, all in accordance with the terms hereof and thereof; subject, however, to the limitations set
forth in this Article Sixteen. 
  

 92 








 (b) Failing payment when due of any amount so guaranteed for whatever reason, the
Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of
the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to
enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payments, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Subsidiary Guarantee will not be discharged except by complete
performance of the obligations contained in the Securities, this Indenture and in the Subsidiary Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian,
trustee, liquidator or other similar official acting in relation to the Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, the Subsidiary Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in
full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the payment of principal of
(and premium, if any) interest, if any, and additional interest, if any, with respect to the Securities guaranteed hereby may be accelerated as provided in Article Five for the purposes of the applicable Subsidiary Guarantee, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed in this Indenture, and (2) in the event of any acceleration of such obligations as provided in Article Five, such obligations (whether
or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the applicable Subsidiary Guarantee. 
 Section 1602. Limitation of Subsidiary Guarantor’s Liability. 
 Each Subsidiary Guarantor and by its
acceptance hereof each Holder of Securities hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for
purposes of any federal, state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee
shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary
Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent
transfer under federal, state or foreign law. 
  

 93 








 Section 1603. Contribution. 
 In order to provide for just and equitable contribution among the Subsidiary Guarantors, the Subsidiary Guarantors agree, inter se, that
in the event any payment or distribution is made by any Subsidiary Guarantor (a “Funding Guarantor”) under the Subsidiary Guarantee, such Funding Guarantor shall be entitled to a contribution from each other Subsidiary Guarantor for
all payments, damages and expenses incurred by the Funding Guarantor in discharging the Company’s obligations with respect to the Securities or any other Subsidiary Guarantor’s obligations with respect to the Subsidiary Guarantee.

 Section 1604. Execution and Delivery of Subsidiary Guarantees. 
 Each Subsidiary Guarantor hereby agrees that its execution and delivery of this Indenture or any supplemental indentures pursuant to
Article Nine shall evidence its Subsidiary Guarantee set forth in Section 1601 without the need for any further notation on the Securities. 
 Each of the Subsidiary Guarantors hereby agrees that its Subsidiary Guarantee set forth in Section 1601 shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation
relating to such Subsidiary Guarantee. 
 If an Officer of a Subsidiary Guarantor whose signature is on this Indenture or any
supplemental indenture no longer holds that office at the time the Trustee authenticates such Securities or at any time thereafter, such Subsidiary Guarantor’s Subsidiary Guarantee shall be valid nevertheless. 
 The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of any Subsidiary
Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantor. 
 Section 1605. Severability. 
 In case any provision of this Subsidiary Guarantee shall be invalid, illegal or unenforceable, that portion of such provision that is not
invalid, illegal or unenforceable shall remain in effect, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
  

 94 








 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their
respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. 
  

			
	PERRY ELLIS INTERNATIONAL, INC.
		
	By	 	  
		 	Name:
		 	Title:
	
	 U.S. BANK TRUST NATIONAL ASSOCIATION,
 as
Trustee

		
	By	 	  
		 	Name:
		 	Title:
	
	 SUBSIDIARY GUARANTORS
 JANTZEN,
LLC,
     a Delaware limited liability company

		
	By	 	  
	Name:
	Title:
	
	 SUPREME INTERNATIONAL, LLC,
a Delaware limited liability company

		
	By	 	  
	Name:
	Title:


  

 95 









			
	 PEI LICENSING, INC.,
a Delaware corporation

		
	By	 	  
	Name:	 	
	Title:	 	
	
	 JANTZEN APPAREL, LLC,
a Delaware limited liability company

		
	By	 	  
	Name:	 	
	Title:	 	
	
	 SALANT HOLDING, LLC,
a Delaware limited liability company

		
	By	 	  
	Name:	 	
	Title:	 	
	
	 PERRY ELLIS MENSWEAR LLC,
a Delaware limited liability company

		
	By	 	  
	Name:	 	
	Title:	 	
	
	 PERRY ELLIS SHARED SERVICE CORPORATION,
a Delaware corporation

		
	By	 	  
	Name:	 	
	Title:	 	


  

 96 









			
	 WINNSBORO DC, LLC,
a Delaware limited liability company

		
	By	 	  
	Name:	 	
	Title:	 	
	
	 TAMPA DC, LLC,
a Delaware limited liability company

		
	By	 	  
	Name:	 	
	Title:	 	
	
	 SUPREME REAL ESTATE I, LLC,
a Florida limited liability company

		
	By	 	  
	Name:	 	
	Title:	 	
	
	 SUPREME REAL ESTATE II, LLC,
a Florida limited liability company

		
	By	 	  
	Name:	 	
	Title:	 	


  

 97 









			
	 SUPREME REALTY, LLC,
a Florida limited liability company

		
	By	 	  
	Name:	 	
	Title:	 	
	
	 PERRY ELLIS REAL ESTATE, LLC,
a Delaware limited liability company

		
	By	 	  
	Name:	 	
	Title:	 	


  

 98 








 EXHIBIT A 
 FORMS OF CERTIFICATES 









 EXHIBIT A-1 
 FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED 
 TO RECEIVE BEARER SECURITY OR TO OBTAIN
INTEREST 
 PAYABLE PRIOR TO THE EXCHANGE DATE 
 CERTIFICATE 
 [Insert title or sufficient description of Securities to be delivered] 
 This is to certify that, as of the date hereof, and except as set forth below, the above-captioned Securities held by you for our account (i) are
owned by person(s) that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate the income of which is subject to United States federal income taxation regardless of its source or a trust whose
administration is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all of its decisions (“United States person(s)”), (ii) are owned by United
States person(s) that are (a) foreign branches of United States financial institutions (financial institutions, as defined in United States Treasury Regulations Section 1.165-12(c)(1)(v) are herein referred to as “financial
institutions”) purchasing for their own account or for resale, or (b) United States person(s) who acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such United
States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise Perry Ellis International, Inc. or its
agent that such financial institution will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by
United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, in addition, if the owner is a United States or
foreign financial institution described in clause (iii) above (whether or not also described in clause (i) or (ii)), this is to further certify that such financial institution has not acquired the Securities for purposes of resale directly
or indirectly to a United States person or to a person within the United States or its possessions. 
 As used herein, “United
States” means the United States of America (including the states and the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

 We undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to
the above-captioned Securities held by you for our account in accordance with your Operating Procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this
certification applies as of such date. 
 This certificate excepts and does not relate to [U.S.$]
                             of such interest in the above-captioned Securities in respect of which we
are not able to certify and as to which we understand an exchange for an interest in a Permanent Global Security or an exchange for and delivery of definitive Securities (or, if relevant, collection of any interest) cannot be made until we do so
certify. 
  

 A-1-1 








 We understand that this certificate may be required in connection with certain tax legislation in the
United States. If administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any interested party
in such proceedings. 
  

			
	Dated:	 	__________________
	
	 [To be dated no earlier than the 15th day prior to (i) the Exchange Date or (ii) the relevant Interest Payment Date occurring prior to the Exchange Date, as applicable]
 [Name of Person Making Certification]


  

			
	(Authorized Signatory)
		
	Name:	 	  
	Title:	 	  


  

 A-1-2 








 EXHIBIT A-2 
 FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND 
 CLEARSTREAM BANKING SOCIÉTÉ ANONYME
IN CONNECTION WITH THE 
 EXCHANGE OF 
 A PORTION OF A TEMPORARY GLOBAL SECURITY 
 OR TO OBTAIN INTEREST PAYABLE PRIOR 
 TO THE EXCHANGE DATE 
 CERTIFICATE

 [Insert title or sufficient description of Securities to be delivered] 
 This is to certify that, based solely on written certifications that we have received in writing, by tested telex or by electronic transmission from each
of the persons appearing in our records as persons entitled to a portion of the principal amount set forth below (our “Member Organizations”) substantially in the form attached hereto, as of the date hereof, [U.S.$]
                             principal amount of the above-captioned Securities (i) is owned by
person(s) that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate the income of which is subject to United States Federal income taxation regardless of its source or a trust whose
administration is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all of its decisions (“United States person(s)”), (ii) is owned by United
States person(s) that are (a) foreign branches of United States financial institutions (financial institutions, as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v) are herein referred to as “financial
institutions”) purchasing for their own account or for resale, or (b) United States person(s) who acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such United
States financial institutions on the date hereof (and in either case (a) or (b), each such financial institution has agreed, on its own behalf or through its agent, that we may advise Perry Ellis International, Inc. or its agent that such
financial institution will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by United States or foreign
financial institution(s) for purposes of resale during the restricted period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, to the further effect, that financial institutions described in
clause (iii) above (whether or not also described in clause (i) or (ii)) have certified that they have not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United
States or its possessions. 
 As used herein, “United States” means the United States of America (including the states and the
District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands. 
 We further certify that (i) we are not making available herewith for exchange (or, if relevant, collection of any interest) any portion of the temporary global Security representing the above-captioned Securities
excepted in the above-referenced certificates of Member Organizations and (ii) as of the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements made by such Member Organizations
with respect to any portion of the part submitted herewith for exchange (or, if relevant, collection of any interest) are no longer true and cannot be relied upon as of the date hereof. 
  

 A-2-1 








 We understand that this certification is required in connection with certain tax legislation in the
United States. If administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any interested party
in such proceedings. 
  

			
	Dated:	 	  
	
	[To be dated no earlier than the Exchange Date or the relevant Interest Payment Date occurring prior to the Exchange Date, as applicable]

  

			
	 [Euroclear Bank] as Operator
 of the
Euroclear System
 [Clearstream Banking société anonyme]

		
	By	 	  


  

 A-2-2 








 GUARANTEE 
 Each of the undersigned (the “Subsidiary Guarantors”) hereby jointly and severally unconditionally guarantees, to the extent set forth in the Indenture dated as of
[                    ], by and among Perry Ellis International, Inc., as issuer, the Subsidiary Guarantors and U.S. Bank Trust National
Association, as Trustee (as amended, restated or supplemented from time to time, the “Indenture”), and subject to the provisions of the Indenture, (a) the due and punctual payment of the principal of, and premium, if any, and
interest on the Securities, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repurchase or otherwise, the due and punctual payment of interest on overdue principal of, and premium and, to the
extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to the Holders of Securities or the Trustee, all in accordance with the terms set forth in Article Sixteen of the Indenture, and
(b) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether
at stated maturity, by acceleration, redemption, repurchase or otherwise. 
 The obligations of the Subsidiary Guarantors to the Holders of
Securities and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Sixteen of the Indenture and reference is hereby made to the Indenture for the precise terms and limitations of this Guarantee. 

[Signatures on Following Pages] 










			
	 SUBSIDIARY GUARANTORS

	
	 JANTZEN, LLC,
as Subsidiary Guarantor

		
	By	 	  
	Name:	 	
	Title:	 	
	
	 SUPREME INTERNATIONAL, LLC,
as Subsidiary Guarantor

		
	By	 	  
	Name:	 	
	Title:	 	
	
	 PEI LICENSING, INC.,
as Subsidiary Guarantor

		
	By	 	  
	Name:	 	
	Title:	 	
	
	 JANTZEN APPAREL, LLC,
as Subsidiary Guarantor

		
	By	 	  
	Name:	 	
	Title:	 	
	
	 SALANT HOLDING, LLC,
as Subsidiary Guarantor

		
	By	 	  
	Name:	 	
	Title:	 	












			
	 PERRY ELLIS MENSWEAR LLC,
as Subsidiary Guarantor

		
	By	 	  
	Name:	 	
	Title:	 	
	
	 PERRY ELLIS SHARED SERVICE CORPORATION,
as Subsidiary Guarantor

		
	By	 	  
	Name:	 	
	Title:	 	
	
	 WINNSBORO DC, LLC,
as Subsidiary Guarantor

		
	By	 	  
	Name:	 	
	Title:	 	
	
	 TAMPA DC, LLC,
as Subsidiary Guarantor

		
	By	 	  
	Name:	 	
	Title:	 	












			
	 SUPREME REAL ESTATE I, LLC,
as Subsidiary Guarantor

		
	By	 	  
	Name:	 	
	Title:	 	
	
	 SUPREME REAL ESTATE II, LLC,
as Subsidiary Guarantor

		
	By	 	  
	Name:	 	
	Title:	 	
	
	 SUPREME REALTY, LLC,
as Subsidiary Guarantor

		
	By	 	  
	Name:	 	
	Title:	 	
	
	 PERRY ELLIS REAL ESTATE, LLC,
as Subsidiary Guarantor

		
	By	 	  
	Name:	 	
	Title: