Exhibit 4.1



 Exhibit 4.1 

DELPHI AUTOMOTIVE PLC, 

as Company 
 THE
GUARANTORS FROM TIME TO TIME PARTY HERETO, 
 as Guarantors 

WILMINGTON TRUST, NATIONAL ASSOCIATION, 

as Trustee 
 AND 

DEUTSCHE BANK TRUST COMPANY AMERICAS, 

as Registrar, Paying Agent and Authenticating Agent 

SENIOR INDENTURE DATED AS OF 

March 10, 2015 







 TABLE OF CONTENTS 

 
  

 

							
	 	 	 	  	PAGE	 
		
	ARTICLE 1	  			
	ESTABLISHMENT; DEFINITIONS AND INCORPORATION BY REFERENCE	  			
			
	Section 1.01.	 	Definitions	  	 	1	  
	Section 1.02.	 	Other Definitions	  	 	6	  
	Section 1.03.	 	Incorporation by Reference of Trust Indenture Act	  	 	6	  
	Section 1.04.	 	Rules of Construction	  	 	7	  
		
	ARTICLE 2	  			
	THE NOTES	  			
			
	Section 2.01.	 	Form and Dating	  	 	8	  
	Section 2.02.	 	Execution and Authentication	  	 	8	  
	Section 2.03.	 	Amount Unlimited; Issuable in Series	  	 	9	  
	Section 2.04.	 	Registrar and Paying Agent	  	 	11	  
	Section 2.05.	 	Paying Agent to Hold Money in Trust	  	 	12	  
	Section 2.06.	 	Holder Lists	  	 	12	  
	Section 2.07.	 	Transfer and Exchange	  	 	13	  
	Section 2.08.	 	Replacement Notes	  	 	17	  
	Section 2.09.	 	Outstanding Notes	  	 	18	  
	Section 2.10.	 	Treasury Notes	  	 	18	  
	Section 2.11.	 	Temporary Notes	  	 	19	  
	Section 2.12.	 	Cancellation	  	 	19	  
	Section 2.13.	 	Defaulted Interest	  	 	19	  
	Section 2.14.	 	CUSIP or ISIN Numbers	  	 	20	  
		
	ARTICLE 3	  			
	REDEMPTION AND PREPAYMENT	  			
			
	Section 3.01.	 	Applicability of Article	  	 	20	  
	Section 3.02.	 	Notices to Trustee	  	 	20	  
	Section 3.03.	 	Selection of Notes to Be Redeemed	  	 	20	  
	Section 3.04.	 	Notice of Redemption	  	 	21	  
	Section 3.05.	 	Effect of Notice Upon Redemption	  	 	22	  
	Section 3.06.	 	Deposit of Redemption Price	  	 	22	  
	Section 3.07.	 	Notes Redeemed in Part	  	 	22	  
		
	ARTICLE 4	  			
	COVENANTS	  			
			
	Section 4.01.	 	Payment of Notes	  	 	23	  
	Section 4.02.	 	Maintenance of Office or Agency	  	 	23	  
	Section 4.03.	 	Reports	  	 	23	  
	Section 4.04.	 	Compliance Certificate	  	 	24	  
	Section 4.05.	 	Corporate Existence	  	 	24	  


  
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	ARTICLE 5				
	SUCCESSORS				
			
	Section 5.01.		Merger, Consolidation, or Sale of Assets		 	25	  
	Section 5.02.		Successor Substituted		 	25	  
		
	ARTICLE 6				
	DEFAULTS AND REMEDIES				
			
	Section 6.01.		Events of Default		 	25	  
	Section 6.02.		Acceleration		 	27	  
	Section 6.03.		Other Remedies		 	27	  
	Section 6.04.		Waiver of Past Defaults		 	28	  
	Section 6.05.		Control by Majority		 	28	  
	Section 6.06.		Limitation on Suits		 	28	  
	Section 6.07.		Rights of Holders of Notes to Receive Payment		 	29	  
	Section 6.08.		Collection Suit by Trustee		 	29	  
	Section 6.09.		Trustee May File Proofs of Claim		 	29	  
	Section 6.10.		Priorities		 	30	  
	Section 6.11.		Undertaking for Costs		 	30	  
		
	ARTICLE 7				
	TRUSTEE				
			
	Section 7.01.		Duties of Trustee		 	30	  
	Section 7.02.		Rights of the Trustee		 	31	  
	Section 7.03.		Individual Rights of Trustee		 	33	  
	Section 7.04.		Trustee’s Disclaimer		 	33	  
	Section 7.05.		Notice of Defaults		 	33	  
	Section 7.06.		Reports by Trustee to Holder		 	34	  
	Section 7.07.		Compensation and Indemnity		 	34	  
	Section 7.08.		Replacement of Trustee		 	35	  
	Section 7.09.		Successor Trustee by Merger, etc.		 	36	  
	Section 7.10.		Eligibility; Disqualification		 	37	  
	Section 7.11.		Preferential Collection of Claims Against Company		 	37	  
		
	ARTICLE 8				
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE				
			
	Section 8.01.		Option to Effect Legal Defeasance or Covenant Defeasance		 	37	  
	Section 8.02.		Legal Defeasance and Discharge		 	37	  
	Section 8.03.		Covenant Defeasance		 	38	  
	Section 8.04.		Conditions to Legal or Covenant Defeasance		 	38	  
	Section 8.05.		Deposited Money and U.S. Government Securities to Be Held in Trust; Other Miscellaneous Provisions		 	40	  
	Section 8.06.		Satisfaction and Discharge		 	40	  


  
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	Section 8.07.		Repayment to Company		 	41	  
	Section 8.08.		Reinstatement		 	41	  
	Section 8.09.		Survival		 	41	  
		
	ARTICLE 9				
	AMENDMENT, SUPPLEMENT AND WAIVER				
			
	Section 9.01.		Without Consent of Holder		 	42	  
	Section 9.02.		With Consent of Holders of Notes		 	43	  
	Section 9.03.		Compliance with Trust Indenture Act		 	44	  
	Section 9.04.		Revocation and Effect of Consents		 	44	  
	Section 9.05.		Trustee and Agents to Sign Amendments		 	44	  
		
	ARTICLE 10				
	NOTE GUARANTEES				
			
	Section 10.01.		Note Guarantees		 	45	  
	Section 10.02.		Limitation on Liability		 	46	  
	Section 10.03.		Successors and Assigns		 	46	  
	Section 10.04.		No Waiver		 	47	  
	Section 10.05.		Release of Guarantor		 	47	  
	Section 10.06.		Contribution		 	47	  
		
	ARTICLE 11				
	MISCELLANEOUS				
			
	Section 11.01.		Trust Indenture Act Controls		 	47	  
	Section 11.02.		Notices		 	48	  
	Section 11.03.		Communication by Holders of Notes with Other Holders of Notes		 	49	  
	Section 11.04.		Certificate and Opinion as to Conditions Precedent		 	50	  
	Section 11.05.		Statements Required in Certificate or Opinion		 	50	  
	Section 11.06.		Rules by Trustee and Agents		 	50	  
	Section 11.07.		No Personal Liability of Directors, Officers, Employees and Stockholders		 	50	  
	Section 11.08.		Governing Law; Waiver of Jury Trial		 	51	  
	Section 11.09.		No Adverse Interpretation of Other Agreements		 	51	  
	Section 11.10.		Successors		 	51	  
	Section 11.11.		Severability		 	51	  
	Section 11.12.		Counterpart Originals		 	51	  
	Section 11.13.		Table of Contents, Headings, etc.		 	51	  
	Section 11.14.		Force Majeure		 	51	  
	Section 11.15.		Patriot Act		 	51	  

 EXHIBITS 
  

			
	Exhibit A		Form of Note


  
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 DELPHI AUTOMOTIVE PLC 

RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 

AND SENIOR INDENTURE, DATED AS OF March 10, 2015 
  

					
	Section of Trust Indenture Act of 1939	 	Section(s) of Indenture
	ss. 310	 	(a) (1)	 	7.10
		 	(a) (2)	 	7.10
		 	(a) (3)	 	N.A.
		 	(a) (4)	 	N.A.
		 	(a) (5)	 	7.10
		 	(b)	 	7.08, 7.10
		 	(c)	 	N.A.
	ss. 311	 	(a)	 	7.11
		 	(b)	 	7.11
		 	(c)	 	N.A.
	ss. 312	 	(a)	 	2.06
		 	(b)	 	2.06
		 	(c)	 	2.06
	ss. 313	 	(a)	 	7.06
		 	(b)(1)	 	N.A.
		 	(b)(2)	 	7.06, 7.07
		 	(c)	 	7.06
		 	(d)	 	7.06
	ss. 314	 	(a)	 	4.03, 4.04
		 	(b)	 	N.A.
		 	(c) (1)	 	11.04
		 	(c) (2)	 	11.04
		 	(c) (3)	 	N.A.
		 	(d)	 	N.A.
		 	(e)	 	11.05
	ss. 315	 	(a)	 	7.01
		 	(b)	 	7.05, 11.02
		 	(c)	 	7.01
		 	(d)	 	7.01
		 	(e)	 	6.11
	ss. 316	 	(a) (1) (A)	 	6.05
		 	(a) (1) (B)	 	6.04
		 	(a) (2)	 	N.A.
		 	(a) (last sentence)	 	6.11
		 	(b)	 	6.07
	ss. 317	 	(a) (1)	 	6.08
		 	(a) (2)	 	6.09
		 	(b)	 	2.05
	ss. 318	 	(a)	 	11.01
		 	(b)	 	N.A.
		 	(c)	 	11.01

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

  
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 This SENIOR INDENTURE, dated as of March 10, 2015, is by and among Delphi Automotive PLC, a
public limited company formed under the laws of Jersey (the “Company”), the guarantors from time to time party hereto, Wilmington Trust, National Association, as trustee (the “Trustee”) and Deutsche Bank Trust
Company Americas, a New York banking corporation, as registrar, paying agent and authenticating agent. 
 WITNESSETH: 

WHEREAS, the Company is entering into this Indenture to establish the form and terms of its senior notes to be issued from time to time in one
or more series (the “Notes”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture; and 

WHEREAS, all conditions necessary to authorize the execution and delivery of this Indenture and to make it a valid and binding obligation of
the Company and the Guarantors have been done or performed; 
 NOW, THEREFORE, in consideration of the agreements and obligations set forth
herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of
the Notes. 
 ARTICLE 1 

ESTABLISHMENT; DEFINITIONS AND INCORPORATION BY
REFERENCE 
 Section 1.01. Definitions. (a) The following are definitions used in this Indenture, except as
otherwise provided in respect of any series of Notes pursuant to Section 2.03 of this Indenture. 
 “Affiliate” of any
specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with
respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing. 
 “Agent” means any Registrar, Paying Agent or
Authenticating Agent. 
 “Applicable Procedures” means with respect to any transfer, redemption or exchange of or for
beneficial interests in any Global Note, the rules and procedures of the Depositary that apply to such transfer, redemption or exchange. 

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors, or the law of any
other jurisdiction relating to bankruptcy, insolvency, winding up, liquidation, reorganization or the relief of debtors. 







 “Board of Directors” means the board of directors of the Company or any
committee thereof duly authorized to act on behalf of the board of directors of the Company. 
 “Business Day” means each
day which is not a Legal Holiday. 
 “Capital Stock” of any Person means any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity. 

“Certificated Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with
Article 2 hereof, in substantially the form of Exhibit A hereto (or such other form or forms that may be established pursuant to Section 2.03 hereof), except that such Note shall not bear the Global Note Legend and shall not have the “Schedule
of Increases or Decreases in the Global Note” (or similarly titled equivalent) attached thereto. 
 “Code” means the
Internal Revenue Code of 1986, as amended. 
 “Corporate Trust Office of the Trustee” shall be at the address of the
Trustee specified in Section 11.02 hereof, or such other address as to which the Trustee may give notice to the Company. 

“Custodian” means, with respect to the Notes of a series issuable or issued in whole or in part in global form, the Person
specified in Section 2.04(c) as Custodian with respect to the Notes of such series, and any and all successors thereto appointed as custodian hereunder and having become such pursuant to the applicable provisions of this Indenture. 

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default. 

“Depositary” means, unless otherwise provided in respect of a series of Notes pursuant to Section 2.03 hereof, the Person
specified in Section 2.04(b) hereof to act as the Depositary with respect to the Notes issuable or issued in whole or in part in global form, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the
applicable provisions of this Indenture. 
 “Discount Note” means any Note that provides for an amount less than the
principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 6.02. 

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

“GAAP” means, unless otherwise provided in respect of a series of Notes pursuant to Section 2.03 hereof, generally accepted
accounting principles in the United States of America as in effect from time to time, as set forth in: 
 (1) the opinions
and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, 

  
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 (2) statements and pronouncements of the Financial Accounting Standards Board,

 (3) such other statements by such other entities as approved by a significant segment of the accounting profession, and

 (4) the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial
statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC. 

“Global Note Legend” means the legend set forth in Section 2.07(f) hereof, which is required to be placed on all Global Notes
issued under this Indenture. 
 “Global Notes” means, individually and collectively, each of the Global Notes, in the form
of Exhibit A hereto (or such other form or forms that may be established pursuant to Section 2.03 hereof) issued in accordance with Article 2 hereof. 

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any indebtedness
of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person: 
 (1) to purchase or
pay (or advance or supply funds for the purchase or payment of) such indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise) or 
 (2) entered into for purposes of assuring in
any other manner the obligee of such indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); 

provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of
business. The term “Guarantee” used as a verb has a corresponding meaning. 
 “Guarantor” means any Person that
provides a Note Guarantee under this Indenture with respect to the Notes of a series. 
 “Holder” means the Person in whose
name a Note is registered on the Registrar’s books. 
 “Indenture” means this Indenture as originally executed and
delivered or as it may be amended or supplemented from time to time by one or more indentures 

  
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supplemental to this Indenture entered into pursuant to the applicable provisions of this Indenture and, in respect of the Notes of each series, shall include the forms and terms of the Notes of
such series established as contemplated pursuant to Sections 2.01 and 2.03. 
 “Indirect Participant” means a Person who
holds a beneficial interest in a Global Note through a Participant. 
 “Interest Payment Date” shall have the meaning set
forth in paragraph 1 of the applicable Notes. 
 “Legal Holiday” means a Saturday, Sunday or other day on which the
Trustee, Agents or banking institutions are not required by law or regulation to be open in the State of New York. 
 “Note
Guarantee” means each Guarantee of the obligations with respect to the Notes of a series issued by a Guarantor pursuant to the terms of this Indenture. 

“Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Vice
President, the Treasurer or the Secretary of the Company. “Officer” of any Guarantor has a correlative meaning. 

“Officer’s Certificate” means a certificate signed by an Officer. 

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an
employee of or counsel to the Company or a Guarantor. 
 “Participant” means, with respect to the Depositary, a Person who
has an account with the Depositary. 
 “Periodic Offering” means an offering of Notes of a series from time to time, the
specific terms of which Notes, including, without limitation, the rate or rates of interest, if any, thereon, the Stated Maturity or Stated Maturities thereof and the redemption provisions, if any, with respect thereto, are to be determined by the
Company or its agents upon the issuance of such Notes. 
 “Person” means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 

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

  
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 “principal” of a Note means the principal of the Note (or, if such Note is one
of a series of Discount Notes, such portion of the principal as may be specified in the terms of such series) plus the premium, if any, payable on such Note which is due or overdue or is to become due at the relevant time. 

“Regular Record Date” for the interest payable on any Interest Payment Date means the applicable date specified as a
“Record Date” on the face of the Note. 
 “Responsible Officer” when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers, who in
each case is responsible for the administration of this Indenture, and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular
subject. 
 “SEC” means the United States Securities and Exchange Commission. 

“Securities Act” means the Securities Act of 1933, as amended. 

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the
final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the
happening of any contingency beyond the control of the Company unless such contingency has occurred). 
 “Subsidiary” of
any Person means any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by: 

(1) such Person, 

(2) such Person and one or more Subsidiaries of such Person or 

(3) one or more Subsidiaries of such Person. 

Unless otherwise specified, all references to any Subsidiary shall be to a Subsidiary of the Company. 

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb), as it may be amended from time to time.

 “Trustee” means, with respect to each series of Notes, the party named as such in the Preamble of this Indenture until a
successor or assignee replaces it and, thereafter, means the successor or assignee. 

  
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 “Trust Officer” means the Chairman of the Board, the President or any other
officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters and who shall have direct responsibility for the administration of this Indenture. 

“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such
obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the
issuer’s option. 
 “Yield to Maturity” means, as the context may require, the yield to maturity (i) on a series
of Notes or (ii) if the Notes of a series are issuable from time to time, on a Note of such series, calculated at the time of issuance of such series in the case of clause (i) or at the time of issuance of such Note of such series in the
case of clause (ii), or, if applicable, at the most recent redetermination of interest on such series or on such Note, and calculated in accordance with the constant interest method or such other accepted financial practice as is specified in the
terms of such Note. 
 Section 1.02. Other Definitions. 

 

			
	 Term
	  	 Defined in Section

	Acceleration Notice	  	  6.02    
	Authenticating Agent	  	  2.02(e)
	Authentication Order	  	  2.02(d)
	Company	  	Preamble
	Covenant Defeasance	  	  8.03    
	DTC	  	  2.04(b)
	Events of Default	  	  6.01    
	Future Foreign Guarantor	  	10.02    
	Global Note Legend	  	  2.07    
	Guaranteed Obligations	  	10.01    
	Legal Defeasance	  	  8.02    
	Notes	  	Preamble
	Note Register	  	  2.04(a)
	Paying Agent	  	  2.04(a)
	Redemption Date	  	  2.09(d)
	Registrar	  	  2.04(a)
	Successor Company	  	  5.01(a)

 Section 1.03. Incorporation by Reference of Trust Indenture Act. (a) Whenever this Indenture
refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. 
 (b) The following TIA
terms used in this Indenture have the following meanings: 
 “indenture securities” means the Notes and the Note Guarantees; 

  
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 “indenture security holder” means a Holder; 

“indenture to be qualified” means this Indenture; 

“indenture trustee” or “institutional trustee” means the Trustee; and 

“obligor” on the Notes means the Company and any successor obligor upon the Notes. 

(c) All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule
under the TIA and not otherwise defined herein have the meanings so assigned to them either in the TIA, by another statute or SEC rule, as applicable. 

Section 1.04. Rules of Construction. (a) Unless the context otherwise requires: 

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

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

(iii) “or” is not exclusive; 

(iv) words in the singular include the plural, and in the plural include the singular; 

(v) all references in this instrument to “Articles,” “Sections” and other subdivisions are to the
designated Articles, Sections and subdivisions of this instrument as originally executed; 
 (vi) 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; 

(vii) “including” means “including without limitation”; 

(viii) provisions apply to successive events and transactions; and 

(ix) references to sections of or rules under the Securities Act, the Exchange Act or the TIA shall be deemed to include
substitute, replacement or successor sections or rules adopted by the SEC from time to time thereunder. 
 (b) Unless otherwise expressly
specified, references in this Indenture to specific Article numbers or Section numbers refer to Articles and Sections contained in this Indenture and not to any other document. 

  
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 ARTICLE 2 

THE NOTES 

Section 2.01. Form and Dating. (a) General. The Authenticating Agent shall authenticate, upon a written order of the
Company (other than as provided in Section 2.08 hereof), the Notes of each series as shall be established by or pursuant to one or more Officer’s Certificates or in one or more indentures supplemental hereto as provided in Section 2.03 hereof.
The Notes of each series and the Authenticating Agent’s certificate of authentication shall be substantially in the form of Exhibit A hereto (or such other form or forms that may be established pursuant to Section 2.03 hereof), in each case
with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Officer’s Certificate or supplemental indenture setting forth the terms of such series of Notes pursuant to Section 2.03 hereof.
The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication and shall bear interest from the date of original issuance thereof or from the most recent
date to which interest has been paid or duly provided for. Unless otherwise provided in respect of a series of Notes, the Notes shall be issued initially in minimum denominations of $2,000 and any integral multiple of $1,000 in excess of $2,000.

 (b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A hereto (or such other form or forms
that may be established pursuant to Section 2.03 hereof), including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” (or similarly titled equivalent) attached thereto. Notes issued in
definitive form shall be substantially in the form of Exhibit A hereto (or such other form or forms that may be established pursuant to Section 2.03 hereof), but without the Global Note Legend thereon and without the “Schedule of Exchanges of
Interests in the Global Note” (or similarly titled equivalent) attached thereto. Each Global Note in respect of a series of Notes shall represent such of the outstanding Notes of such series as shall be specified in the “Schedule of
Exchanges of Interests in the Global Note” (or similarly titled equivalent) attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes of such series from time to time endorsed thereon and that
the aggregate principal amount of outstanding Notes of such series represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note in respect of a series of
Notes to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes of such series represented thereby shall be made by the Registrar, at the direction of the Trustee, in accordance with instructions given
by the Holder thereof as required by Section 2.07 hereof. 
 Section 2.02. Execution and Authentication. (a) One Officer
shall sign the Notes for the Company by manual or facsimile signature. 
 (b) If an Officer whose signature is on a Note no longer holds
that office at the time a Note is authenticated, the Note shall nevertheless be valid. 

  
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 (c) A Note shall not be valid until authenticated by the manual signature of the Trustee or the
Authenticating Agent. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. 
 (d) The
Trustee or the Authenticating Agent shall, upon a written order of the Company signed by one Officer (an “Authentication Order”), authenticate Notes for original issue. 

(e) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes (the “Authenticating
Agent”). Unless otherwise provided in the appointment, the Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such
Authenticating Agent. The Authenticating Agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company or any of their respective Subsidiaries. The Trustee hereby initially appoints Deutsche Bank Trust Company Americas as
Authenticating Agent and Deutsche Bank Trust Company Americas hereby accepts such appointment. 
 (f) If, in connection with a Periodic
Offering, all Notes of a series are not to be initially issued at one time, it shall not be necessary to deliver the Officer’s Certificate or supplemental indenture otherwise required pursuant to Section 2.01 or any other documents (other than
the Notes and the Authentication Order required pursuant to Section 2.02(d)) at or prior to the authentication of each Note of such series if such documents are delivered at or prior to the authentication upon initial issuance of the first Note of
such series to be issued. 
 Section 2.03. Amount Unlimited; Issuable in Series. The aggregate principal amount of Notes which
may be authenticated and delivered under this Indenture is unlimited. 
 The Notes may be issued in one or more series, which may include
one or more tranches, including Notes issued in a Periodic Offering. There shall be established in or pursuant to an Officer’s Certificate or an indenture supplemental hereto, prior to the initial issuance of Notes of any series, subject to the
last sentence of this Section 2.03: 
 (a) the designation of the Notes of the series, which shall distinguish the Notes of the series from
the Notes of all other series; 
 (b) if other than the form of the Notes in Exhibit A attached hereto, the form or forms of the Notes of
such series; 
 (c) whether the Notes are entitled to the benefit of any Guarantee; 

(d) any limit upon the aggregate principal amount of the Notes of the series that may be authenticated and delivered under this Indenture and
any limitation on the ability of the Company to increase such aggregate principal amount after the initial issuance of the Notes of that series (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in
lieu of, or upon redemption of, other Notes of the series pursuant hereto); 

  
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 (e) the date or dates on which the principal of the Notes of the series is payable (which date or
dates may be fixed or extendible); 
 (f) the rate or rates (which may be fixed or variable) per annum at which the Notes of the series
shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and on which a record shall be taken for the determination of Holders to whom interest is payable and/or the method by
which such rate or rates or date or dates shall be determined; 
 (g) if other than as provided in Section 4.02, the place or places where
the principal of and any interest on Notes of the series shall be payable, the place or places where the Notes may be surrendered for exchange, notices, demands to or upon the Company in respect of the Notes of the series and this Indenture may be
served; 
 (h) the right, if any, of the Company to redeem Notes of the series, in whole or in part, at its option and the period or periods
within which, the price or prices at which and any terms and conditions upon which Notes of the series may be so redeemed, pursuant to any sinking fund or otherwise; 

(i) the obligation, if any, of the Company to redeem, purchase or repay Notes of the series pursuant to any mandatory redemption, sinking fund
or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period or periods within which and any of the terms and conditions upon which Notes of the series shall be redeemed, purchased or repaid, in whole
or in part, pursuant to such obligation; 
 (j) if other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof,
the denominations in which Notes of the series shall be issuable; 
 (k) if other than the principal amount thereof, the portion of the
principal amount of Notes of the series which shall be payable upon declaration of acceleration of the maturity thereof; 
 (l) if other
than the coin or currency in which the Notes of the series are denominated, the coin or currency in which payment of the principal of or interest on the Notes of the series shall be payable or if the amount of payments of principal of and/or
interest on the Notes of the series may be determined with reference to an index based on a coin or currency other than that in which the Notes of the series are denominated, the manner in which such amounts shall be determined; 

(m) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment
of the principal of and interest on the Notes of the series shall be payable, and the manner in which any such currencies shall be valued against other currencies in which any other Notes shall be payable; 

  
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 (n) whether the Notes of the series may be exchangeable for and/or convertible into the ordinary
shares of the Company or any other security; 
 (o) whether and under what circumstances the Company will pay additional amounts on the
Notes of the series held by a person who is not a U.S. person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company will have the option to redeem such Notes rather than pay such additional
amounts; 
 (p) if the Notes of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a
temporary Note of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions; 

(q) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the
Notes of the series; 
 (r) provisions, if any, for the defeasance of the Notes of the series (including provisions permitting defeasance of
less than all Notes of the series), which provisions may be in addition to, in substitution for, or in modification of (or any combination of the foregoing) the provisions of Article 8; 

(s) if the Notes of the series are issuable in whole or in part as one or more Global Notes, the identity of the Depositary or common
Depositary for such Global Notes; 
 (t) any other or alternative Events of Default or covenants with respect to the Notes of the series;
and 
 (u) any other terms of the Notes of the series. 

All Notes of any one series shall be substantially identical, except in the case of any Periodic Offering and except as to date and
denomination and except as may otherwise be provided by or pursuant to the Officer’s Certificate referred to above or as set forth in any such indenture supplemental hereto. All Notes of any one series need not be issued at the same time and
may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to such Officer’s Certificate or in any such indenture supplemental hereto and any forms and terms of Notes to be issued from time to
time may be completed and established from time to time prior to the issuance thereof by procedures described in such Officer’s Certificate or supplemental indenture. 

All Notes of any one series need not be issued at the same time and, unless otherwise provided by the Company, a series may be reopened for
issuances of additional Notes of such series or to establish additional terms of such series of Notes. 
 Section 2.04. Registrar
and Paying Agent. (a) The Company shall maintain an office or agency where Notes may be presented for registration or exchange, or may appoint an agent for such purpose (“Registrar”), and shall maintain an office or agency


  
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where Notes may be presented for payment, or may appoint an agent for such purpose (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note
Register”) and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent”
includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the
Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar. 

(b) Unless otherwise specified in respect of Notes of any series pursuant to Section 2.03, the Company initially appoints The Depository
Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. 
 (c) The Company initially appoints Deutsche
Bank Trust Company Americas to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes, and Deutsche Bank Trust Company Americas hereby initially agrees so to act. 

Section 2.05. Paying Agent to Hold Money in Trust. The Company shall require each Paying Agent other than Deutsche Bank Trust
Company Americas (which by its execution of this Indenture hereby agrees) to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal,
premium, if any, or interest on the Notes, and shall notify the Trustee in writing of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the
Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money. If
the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company,
the Trustee shall serve as Paying Agent for the Notes. 
 Section 2.06. Holder Lists. The Trustee shall preserve, or shall cause
the Registrar to preserve, in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA Section 312(a). If the Paying Agent is not the same
entity as the Registrar, the Company shall furnish or cause the Registrar to furnish, to the Paying Agent, at least seven Business Days before each Interest Payment Date and at such other times as the Paying Agent may request in writing, a list in
such form and as of such date or such shorter time as the Registrar may allow, as the Paying Agent may reasonably require of the names and addresses of the Holders, and the Company shall otherwise comply with TIA Section 312(a). 

  
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 Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to
their rights under this Indenture or under the Notes. The Company, the Trustee, the Registrar and any other Person shall have the protection of TIA Section 312(c). 

Section 2.07. Transfer and Exchange. (a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this
Section 2.07, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a
Certificated Note of the same series unless (i) the Depositary (x) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the
Exchange Act, and, in either case, a successor Depositary is not appointed by the Company within 120 days or (ii) upon the request of a Holder if there shall have occurred and be continuing a Default or Event of Default with respect to the
Notes. Upon the occurrence of any of the preceding events in (i) above, Certificated Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in any approved
denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereof. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except
for Certificated Notes issued subsequent to any of the preceding events in (i) or (ii) above and pursuant to Section 2.07(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a);
provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b) or (c) hereof. 

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global
Notes shall be effected through the Depositary in accordance with the provisions of this Indenture and the Applicable Procedures. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or
(ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 
 (i) Transfer of
Beneficial Interests in the Same Global Note. Beneficial interests in any Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Global Note. No written orders or instructions shall
be required to be delivered to the Registrar to effect the transfers described in this Section 2.07(b)(i). 
 (ii) All
Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.07(b)(i) hereof, the transferor of such beneficial interest must
deliver to the Registrar either (A) (1) a written order from 

  
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a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in
another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant or Indirect Participant
account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a
Certificated Note of the same series in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such
Certificated Note shall be registered to effect the transfer or exchange referred to in (1) above. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the
Notes or otherwise applicable under the Securities Act, the Registrar shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.07(g) hereof. 

(c) Transfer or Exchange of Beneficial Interests in Global Notes for Certificated Notes. If any holder of a beneficial interest in a
Global Note proposes to exchange such beneficial interest for a Certificated Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Certificated Note, then, upon the occurrence of any of the events in
subsection (i) of Section 2.07(a) hereof and satisfaction of the conditions set forth in Section 2.07(b)(ii) hereof, the Registrar shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section
2.07(g) hereof, and the Company shall execute and the Authenticating Agent shall authenticate and mail to the Person designated in the instructions a Certificated Note in the applicable principal amount. Any Certificated Note issued in exchange for
a beneficial interest pursuant to this Section 2.07(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or
through the Depositary and the Participant or Indirect Participant. The Registrar shall mail such Certificated Notes to the Persons in whose names such Notes are so registered. 

(d) Transfer and Exchange of Certificated Notes for Beneficial Interests in Global Notes. A Holder of a Certificated Note may exchange
such Note for a beneficial interest in a Global Note or transfer such Certificated Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Global Note at any time. Upon receipt of a request for such an exchange or
transfer, the Registrar shall cancel the applicable Certificated Note and increase or cause to be increased the aggregate principal amount of one of the Global Notes. 

If any such exchange or transfer from a Certificated Note to a beneficial interest is effected pursuant to this Section 2.07(d) above at a
time when a Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Authenticating Agent shall authenticate one or more Global Notes in an aggregate
principal amount equal to the principal amount of Certificated Notes so transferred. 

  
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 (e) Transfer and Exchange of Certificated Notes for Certificated Notes. Upon request by a
Holder of Certificated Notes and such Holder’s compliance with the provisions of this Section 2.07(e), the Registrar shall register the transfer or exchange of Certificated Notes. Prior to such registration of transfer or exchange, the
requesting Holder shall present or surrender to the Registrar the Certificated Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly
authorized in writing. Upon receipt of a request to register such a transfer, the Registrar shall register the Certificated Notes pursuant to the instructions from the Holder thereof. In addition, the requesting Holder shall provide any additional
certifications, documents and information, as applicable, that the Registrar may reasonably request. 
 (f) Global Note Legend. Each
Global Note shall bear a legend in substantially the following form (with appropriate changes in the last sentence if DTC is not the Depositary) (the “Global Note Legend”): 

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT
OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE REGISTRAR MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07(g) OF THE INDENTURE, (II) THIS GLOBAL NOTE
MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE REGISTRAR FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED
TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.” 

  
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 (g) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial
interests in a particular Global Note have been exchanged for Certificated Notes or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, each such Global Note shall be returned to or retained and cancelled
by the Registrar in accordance with Section 2.12 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial
interest in another Global Note or for Certificated Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Registrar or by the Depositary at the
direction of the Registrar to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note
shall be increased accordingly and an endorsement shall be made on such Global Note by the Registrar or by the Depositary at the direction of the Registrar to reflect such increase. 

(h) Obligations with Respect to Transfers and Exchanges of Notes. 

(i) To permit registrations of transfers and exchanges, the Company shall execute and the Authenticating Agent shall, upon
receipt of an Authentication Order, authenticate Certificated Notes and Global Notes at the Registrar’s request. 
 (ii)
No service charge shall be made for any registration of transfer or exchange, but the Company may require Holders to pay a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith. 

(iii) The Registrar shall not be required to register the transfer of or exchange of (A) any Note selected for redemption
in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (B) any Note for a period beginning 15 days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 days
before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. 

(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the
Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such
Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. 

  
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 (v) All Notes issued upon any transfer or exchange pursuant to the terms of this
Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. 

(i) No Obligation of the Trustee, Registrar and Paying Agent. 

(i) The Trustee, Registrar and Paying Agent shall have no responsibility or obligation to any beneficial owner of a Global
Note, a member of, or a participant in the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with
respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and
communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note).
The rights of beneficial owners in any Global Note in global form shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee, Registrar and Paying Agent may rely and shall be fully
protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. 

(ii) The Trustee, Registrar and Paying Agent 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 Note (including without limitation any transfers between or among Depositary participants, members or
beneficial owners in any Global Note) 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 2.08. Replacement
Notes. If any mutilated Note of a series is surrendered to the Registrar or the Company and the Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note of a series, the Company shall issue and the
Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note of such series if the Registrar’s requirements are met. If required by the Registrar or the Company, an indemnity bond must be supplied by the
Holder that is sufficient in the judgment of the Registrar and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge for its
expenses in replacing a Note. 
 In case any such mutilated, destroyed, lost or stolen Note had become or is about to become due and
payable, the Company, in its discretion, may, instead of issuing a new Note, pay such Note, upon satisfaction of the conditions set forth in the preceding paragraph. 

  
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 Every replacement Note of a series is an additional obligation of the Company and shall be
entitled to all of the benefits of this Indenture equally and proportionately with all other Notes of such series duly issued hereunder. 

The provisions of this Section 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies of any Holder with
respect to the replacement or payment of a mutilated, destroyed, lost or stolen Note. 
 Section 2.09. Outstanding Notes.
(a) The Notes of a series outstanding at any time are all the Notes of such series authenticated by the Authenticating Agent except for those cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global
Note effected by the Registrar in accordance with the provisions hereof, and those described in this Section 2.09 as not outstanding. A Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; however,
Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 2.10 hereof. 
 (b)
If a Note is replaced pursuant to Section 2.08 hereof, it ceases to be outstanding unless the Registrar receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. 

(c) If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to
accrue. 
 (d) If the Paying Agent (other than the Company or a Subsidiary thereof) segregates and holds in trust, in accordance with this
Indenture, on a date of redemption (a “Redemption Date”) or maturity date, money sufficient to pay all principal, premium, if any, and interest payable on that date with respect to the Notes of a series payable on that date, then on
and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest. 
 Section 2.10.
Treasury Notes. In determining whether the Holders of the required principal amount of Notes of a series have concurred in any direction, amendment, supplement, waiver or consent with respect to such series, Notes of such series owned by the
Company or a Subsidiary of the Company, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, amendment, supplement, waiver or consent,
only Notes of such series that the Trustee knows are so owned shall be so disregarded. Upon request of the Trustee, the Company shall furnish to the Trustee an Officer’s Certificate listing and identifying all outstanding Notes, if any, known
to the Company to be owned or held by or for the account of any of the Company or a Subsidiary of the Company, and the Trustee shall be entitled to accept and rely upon such Officer’s Certificate as conclusive evidence of the facts therein set
forth. 

  
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 Section 2.11. Temporary Notes. Until certificates representing Notes of a series are
ready for delivery, the Company may prepare and the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate temporary Notes of such series. Such temporary Notes shall be substantially in the form of Certificated Notes of
the relevant series but may have variations that the Company considers appropriate for temporary Notes of such series and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Company shall prepare and the Authenticating
Agent shall authenticate Certificated Notes of a series in exchange for temporary Notes of such series. 
 Holders of temporary Notes of any
series shall be entitled to all of the benefits of this Indenture. 
 Section 2.12. Cancellation. The Company at any time may
deliver Notes to the Registrar for cancellation. The Trustee and Paying Agent shall forward to the Registrar any Notes surrendered to them for registration of transfer, exchange or payment. The Registrar, upon direction by the Company and no one
else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of such cancelled Notes in accordance with its customary procedures (subject to the record retention requirements
of the Exchange Act). Certification of the destruction of all cancelled Notes shall be delivered to the Company from time to time upon written request. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered
to the Registrar for cancellation. 
 Section 2.13. Defaulted Interest. If the Company defaults in a payment of interest on the
Notes of a series, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, in each case at the rate provided in the Notes of such series and in Section 4.01 hereof. The Company
may pay the defaulted interest to the Persons who are Holders on a subsequent special record date. The Company shall notify the Trustee and Paying Agent in writing of the amount of defaulted interest proposed to be paid on each such Note and the
date of the proposed payment, and at the same time the Company shall deposit with the Paying Agent an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to
the Trustee and Paying Agent for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.13. The Trustee
shall fix or cause to be fixed any such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. The Trustee shall promptly
notify the Company of any such special record date. At least 15 days before any such special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall mail or cause to be
mailed, first-class postage prepaid, to each Holder for the relevant series of Notes, with a copy to the Trustee, a notice at his or her address as it appears in the Note Register that states the special record date, the related payment date and the
amount of such interest to be paid. 

  
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 Subject to the foregoing provisions of this Section 2.13 and for greater certainty, each Note
delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note of the same series shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note of such
series. 
 Section 2.14. CUSIP or ISIN Numbers. The Company in issuing the Notes of any series may use “CUSIP” or
“ISIN” numbers (if then generally in use), and, if so, the Trustee and Registrar, as applicable, shall use “CUSIP” or “ISIN” numbers in notices of redemption as a convenience to Holders; provided, however,
that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes of such series or as contained in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Notes of such series, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee and Registrar in writing of any change in the
“CUSIP” or “ISIN” numbers. 
 ARTICLE 3 

REDEMPTION AND PREPAYMENT 

Section 3.01. Applicability of Article. If the Company elects to redeem any series of Notes pursuant to any optional or mandatory
redemption provisions set forth in respect of any series of Notes, the provisions of this Article 3 will apply except as otherwise specified in respect of a series of Notes. 

Section 3.02. Notices to Trustee. The Company shall furnish to the Trustee and the applicable Agent an Officer’s Certificate
setting forth (a) the section or paragraph number of the Officer’s Certificate or supplemental indenture for such series pursuant to which the redemption shall occur, (b) the Redemption Date, (c) the principal amount of Notes of
the series to be redeemed, (d) the redemption price and (e) any conditions precedent applicable to the redemption of such Notes. If the Company elects to redeem any series of Notes pursuant to the provisions set forth in respect of any
series of Notes, it shall furnish such Officer’s Certificate to the Trustee and the applicable Agent at least 30 days but not more than 60 days before a Redemption Date unless a shorter notice shall be reasonably satisfactory to the Trustee.
Any such notice may be cancelled at any time prior to notice of such redemption being mailed to any Holder and shall, therefore, be void and of no effect. 

Section 3.03. Selection of Notes to Be Redeemed. If less than all of the Notes of any series are to be redeemed or purchased at
any time, the Registrar and Paying Agent shall select the Notes of such series to be redeemed or purchased, (a) if the applicable Notes are listed, in compliance with the requirements of the principal national securities exchange on which the
applicable Notes are listed, or (b) if the applicable Notes are not so listed, on a pro rata basis, by lot or by such method in accordance with the Applicable Procedures. In the event of partial redemption, the particular Notes of such series
to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the Redemption Date by the Registrar and Paying Agent from the outstanding Notes of such series not previously called for redemption.


  
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 The Paying Agent and Registrar shall promptly notify the Company in writing of the Notes of a
series selected for redemption and, in the case of any Note of such series selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes of such series selected shall be in amounts of $2,000 or whole
multiples of $1,000 in excess thereof; except that if all of the Notes of such series of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided
in the preceding sentence, provisions of this Indenture or the applicable Officer’s Certificate(s) or supplemental indenture(s) that apply to Notes of a series called for redemption also apply to portions of Notes of such series called for
redemption. 
 Section 3.04. Notice of Redemption. At least 30 days but not more than 60 days before a Redemption Date, the
Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address. 

The notice shall identify the Notes of a series to be redeemed (including the CUSIP or ISIN number) and shall state: 

(a) the Redemption Date; 
 (b)
the redemption price; 
 (c) if any Note of such series is being redeemed in part, the portion of the principal amount of such Note to be
redeemed and that, after the Redemption Date upon surrender of such Note, a new Note or Notes of such series in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note of such series; 

(d) any conditions precedent applicable to the redemption of such Notes; 

(e) the name and address of the Paying Agent; 

(f) that Notes of such series called for redemption must be surrendered to the Paying Agent to collect the redemption price; 

(g) that, unless the Company defaults in making such redemption payment, interest on Notes of such series called for redemption ceases to
accrue on and after the Redemption Date; 
 (h) the paragraph of the Notes of such series and section or paragraph number of the
Officer’s Certificate or supplemental indenture pursuant to which the Notes of such series called for redemption are being redeemed; and 

(i) that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice or printed on
the Notes of such series. 

  
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 At the Company’s request, the Registrar shall give the notice of redemption in the
Company’s name and at its expense, provided, however, that the Company gives the Registrar at least 3 Business Days prior notice of such request. 

Section 3.05. Effect of Notice Upon Redemption. Once notice of redemption is mailed in accordance with Section 3.04 hereof, Notes
of a series called for redemption become irrevocably due and payable on the Redemption Date at the redemption price stated in the notice except that any redemption and notice thereof may, in the Company’s discretion, be subject to the
satisfaction of one or more conditions precedent. Subject to the foregoing, upon surrender to the Paying Agent, such Notes shall be paid at the redemption price stated in the notice, plus accrued interest to the Redemption Date (subject to the right
of Holders of record on the relevant Regular Record Date to receive interest due on the related Interest Payment Date). Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

 Section 3.06. Deposit of Redemption Price. On or before 10:00 a.m. New York City Time on any Redemption Date, the Company
shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued and unpaid interest on all Notes (or portions of Notes) of a series to be redeemed on that date. Upon written instructions of the Company, the Paying
Agent shall promptly return to the Company any money deposited with the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of, and accrued interest on, all Notes of such series to be redeemed. 

If the Company complies with the provisions of the preceding paragraph, on and after the Redemption Date, interest shall cease to accrue on
the Notes or the portions of Notes of a series called for redemption, whether or not such Notes are presented for payment. If a Note is redeemed on or after a Regular Record Date but on or prior to the related Interest Payment Date, then any accrued
and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such Regular Record Date. If any Note of a series called for redemption shall not be so paid upon surrender for redemption because of
the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal from the Redemption Date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in
each case at the rate provided in the Notes of such series (or the Yield to Maturity, in the case of an Discount Note) and in the manner provided in Section 4.01 hereof. 

Section 3.07. Notes Redeemed in Part. In the case of Certificated Notes, upon surrender of a Note of a series that is redeemed in
part, the Company shall issue and, upon the Company’s written request, the Authenticating Agent shall authenticate for the Holder at the expense of the Company a new Note of such series equal in principal amount to the unredeemed portion of the
Note surrendered. 

  
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 ARTICLE 4 

COVENANTS 

Section 4.01. Payment of Notes. The Company shall pay or cause to be paid the principal of, premium, if any, interest on, the
Notes of each series on the dates and in the manner provided in the Notes of such series. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds
as of 10:00 a.m. New York City Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due and the Paying Agent is not prohibited
from paying such money to the Holders on that date. Notwithstanding the foregoing, the Issuer reserves the right to pay interest to Holders by check mailed directly to Holders at their registered addresses or, with respect to Global Notes, by wire
transfer. Interest shall be computed on the basis of a 360-day year of twelve 30-day months or as otherwise provided in the Notes of any series. 

Section 4.02. Maintenance of Office or Agency. (a) The Company shall maintain an office or agency (which may be an office or
drop facility of the Trustee or an affiliate of the Trustee or Registrar) where the Notes of each series may be presented or surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of
the Notes of each series and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby initially
appoints Deutsche Bank Trust Company Americas as its agent to receive all such presentations, surrenders, notices and demands. 
 (b) The
Company may also from time to time designate one or more other offices or agencies where the Notes of each series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Company shall
give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 

(c) The Company hereby initially designates the address of Deutsche Bank Trust Company Americas set forth in Section 11.02 as one such office
or agency of the Company in accordance with Section 4.02(a). 
 Section 4.03. Reports. (a) (i) The Company shall file
with the Trustee within 15 days after it files them with the SEC copies of the annual reports and of the information, documents and other reports which the Company is required to file with the SEC pursuant to Section 13 or Section 15(d) of
the Exchange Act. The Company will also comply with the other provisions of TIA Section 314(a). 
 (ii) Notwithstanding
the foregoing, to the extent the Company files the information and reports referred to in the preceding paragraph with the SEC and 

  
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such information is publicly available on the Internet, the Company shall be deemed to be in compliance with its obligations to furnish such information to the Trustee. 

(b) Any such reports delivered or filed by the Company with the Trustee shall be considered for informational purposes only and the
Trustee’s receipt of such reports shall not constitute notice or actual knowledge 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 an Officer’s Certificate). 
 Section 4.04. Compliance
Certificate. (a) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year beginning with the fiscal year ending December 31, 2015 (which, on the date hereof, is a calendar year), an Officer’s
Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further stating, as to the Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant
contained in or otherwise forming a part of this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing
all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence
by reason of which payments on account of the principal of or interest, if any, on the Notes of any series is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect
thereto. For the purposes of this paragraph, such compliance shall be determined without regard to any grace period or requirement of notice provided under this Indenture. The Company shall also comply with TIA Section 314(a)(4). 

(b) The Company shall, so long as any of the Notes of a series are outstanding, deliver to the Trustee, forthwith and in any event within 30
days upon any Officer becoming aware of, in respect of the Notes of such series, any Default or Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officer’s Certificate
specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto. 

Section 4.05. Corporate Existence. Except as otherwise permitted by Article 5 hereof, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate existence. 

  
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 ARTICLE 5 

SUCCESSORS 

Section 5.01. Merger, Consolidation, or Sale of Assets. Unless otherwise provided in respect of a series of Notes, the Company
will not, directly or indirectly, consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets in one or a series of related transactions to, any Person, unless: 

(a) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation, limited liability company
or limited liability partnership organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, the United Kingdom, Jersey and any other jurisdiction in the Channel Islands, any member state of
the European Union as in effect from time to time, Switzerland, Bermuda or The Cayman Islands), and the Successor Company (if not the Company) will expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form
satisfactory to the Trustee, all the obligations of the Company under this Indenture and the Notes of each series then outstanding (and, if the Successor Company is not a corporation, the Company shall cause a corporation to become a co-obligor on
such Notes); 
 (b) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; and 

(c) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. 
 Section 5.02. Successor
Substituted. Upon any consolidation, merger or any transfer of all or substantially all of the assets of the Company in accordance with Section 5.01 hereof, in which the Company is not the continuing Person, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance, lease or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of the Company under this Indenture and the Notes of each
series then outstanding with the same effect as if such surviving entity had been named as such and that, in the event of a conveyance or transfer, the conveyor or transferor shall be released from the provisions of this Indenture and the obligation
to pay the principal of and interest on the Notes of all such series. 
 ARTICLE 6 

DEFAULTS AND REMEDIES 

Section 6.01. Events of Default. Unless otherwise specified in respect of any series of Notes, each of the following is an
“Event of Default” with respect to each series of Notes: 
 (a) a default in any payment of interest on the Notes of such
series when due and payable and such default continues for a period of 30 days; 

  
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 (b) a default in the payment of principal of any Note of such series when due and payable at its
Stated Maturity, upon any mandatory or optional redemption or required repurchase, upon declaration of acceleration or otherwise; 
 (c) the
failure by the Company or any Guarantor to comply with its other agreements contained in this Indenture applicable to the Notes of such series for 90 days after the Company or such Guarantor receives written notice specifying the default (and
demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes of all series affected thereby; 

(d) the Company: 

(i) commences a voluntary case, 

(ii) consents to the entry of an order for relief against it in an involuntary case, 

(iii) consents to the appointment of a custodian (which term includes the Viscount in Jersey) of it or for all or substantially
all of its property, or 
 (iv) makes a general assignment for the benefit of its creditors; 

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

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

(ii) appoints a custodian (which term includes the Viscount in Jersey) of the Company, or for all or substantially all of the
property of the Company; or 
 (iii) orders the liquidation of the Company, 

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

(f) any other Event of Default established pursuant to Section 2.03 hereof with respect to the Notes of such series. 

The foregoing will constitute Events of Default with respect to a series of Notes whatever the reason for any such Event of Default for such
series and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. 

However, a default under clause (c) above will not constitute an Event of Default with respect to a series of Notes until the Trustee notifies
the Company or the Holders of at least 25% in principal amount of the outstanding Notes of all series affected thereby notify the Company and the Trustee of the default and the Company or the Guarantor, as applicable, does not cure such default
within the time specified in clause (c) above after receipt of such notice. 

  
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 Section 6.02. Acceleration. If an Event of Default (other than an Event of Default
specified in clauses (d) or (e) of Section 6.01 hereof with respect to the Company) occurs and is continuing with respect to any series of Notes, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes of all
series affected thereby may declare the principal of and accrued but unpaid interest on all outstanding Notes of all such series to be due and payable immediately (all such series voting together as a single class) by notice in writing to the
Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same shall become immediately due and payable. If
an Event of Default specified in clause (d) or (e) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall
ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 

At any time after a declaration of acceleration with respect to one or more series of Notes as described in the preceding paragraph, the
Holders of a majority in principal amount of the Notes of such series (voting as a single class) may rescind and cancel such declaration with respect to the Notes of such series and its consequences (i) if the rescission would not conflict with
any judgment or decree, (ii) if all existing Events of Default with respect to such series have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the
payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee and the
Agents their compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clause (d) or (e) of Section 6.01 hereof,
the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. 

For all purposes under this Indenture, if a portion of the principal of any Discount Notes shall have been accelerated and declared or become
due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Discount Notes shall be deemed, for all purposes hereunder, to be such
portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon
and all other amounts owing thereunder, shall constitute payment in full of such Discount Notes. 
 Section 6.03. Other
Remedies. If an Event of Default with respect to one or more series of Notes occurs and is continuing, the Trustee may pursue any available 

  
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remedy to collect the payment of principal, premium, if any, and interest on the Notes of such series or to enforce the performance of any provision of the Notes of such series or this Indenture.
The Trustee may maintain a proceeding even if it does not possess any of the Notes of the relevant series or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note 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. All remedies are cumulative to the extent permitted by law. 

Section 6.04. Waiver of Past Defaults. Holders of not less than a majority in aggregate principal amount of the then outstanding
Notes of all series affected (voting as a single class) by written notice to the Trustee may on behalf of the Holders of all of the Notes of such series waive an existing Default or Event of Default with respect to such series and its consequences
hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium and interest on the Notes of such series (including in connection with an offer to purchase) (provided, however, that the Holders of
a majority in aggregate principal amount at maturity of the then outstanding Notes of such series may rescind an acceleration with respect to such series and its consequences, including any related payment default that resulted from such
acceleration). Upon any such waiver, such Default in respect of the relevant series of Notes shall cease to exist, and any Event of Default in respect of such series arising therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 
 Section 6.05.
Control by Majority. Holders of a majority in principal amount of the then outstanding Notes of all series affected (voting as a single class) may direct the time, method and place of conducting any proceeding for any remedy available to the
Trustee or of exercising any trust or power conferred on the Trustee with respect to the Notes of such series. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly
prejudicial to the rights of any other Holders of Notes of such series or that would involve the Trustee in personal liability. 

Section 6.06. Limitation on Suits. A Holder of a Note of any series may pursue a remedy with respect to this Indenture or the
Notes of such series only if: 
 (a) the Holder of a Note gives to the Trustee written notice of a continuing Event of Default; 

(b) the Holders of at least 25% in principal amount of the then outstanding Notes of all series affected thereby make a written request to the
Trustee to pursue the remedy; 
 (c) such Holder of a Note or Holders of Notes of such series offer to the Trustee security or indemnity
satisfactory to the Trustee against any loss, liability or expense; 

  
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 (d) the Trustee does not comply with the request within 60 days after receipt of the request and
the offer of security or indemnity; and 
 (e) within such 60-day period the Holders of a majority in principal amount of the then
outstanding Notes of all series affected thereby do not give the Trustee a direction inconsistent with the request. 
 A Holder of a Note
may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note. 

Section 6.07. Rights of Holders of Notes to Receive Payment. Notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of principal, premium, if any, and interest on the Note, on or after the respective due dates expressed in the Note, or to bring suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder. 
 Section 6.08. Collection Suit by Trustee. If an Event
of Default specified in Section 6.01(a) or (b) hereof occurs with respect to a series of Notes and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole
amount of principal of, premium on, if any, and interest (or the Yield to Maturity, in the case of an Discount Note) remaining unpaid on the Notes of such series and interest on overdue principal and, to the extent lawful, interest and 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. 

Section 6.09. Trustee May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any
judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such
claims and any custodian 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 7.07 hereof. To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same
shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize 

  
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or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding. 
 Section 6.10. Priorities. If the Trustee
collects any money pursuant to this Article with respect to a series of Notes, it shall pay out the money in the following order: 

First: to the Trustee, the Agents, their respective agents and attorneys for amounts due under Section 7.07 hereof,
including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee or Agents and the costs and expenses of collection; 

Second: to Holders for such series for amounts due and unpaid on the Notes of such series for principal, premium, if
any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes of such series for principal, premium, if any, and interest (or the Yield to Maturity, in the case of an Discount Note),
respectively; and 
 Third: to the Company or to such party as a court of competent jurisdiction shall direct. 

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10. 

Section 6.11. Undertaking for Costs. 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 a 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 attorneys’ 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. This Section does not apply to a
suit by the Trustee, a suit by a Holder pursuant to Section 6.06 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes of a series. 

ARTICLE 7 
 TRUSTEE

 Section 7.01. 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 its exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs. 

  
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 (b) Except during the continuance of an Event of Default: 

(i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need
perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 

(ii) 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 certificates or opinions specifically required by any provision
hereof to be furnished to it, the Trustee shall examine the 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). 
 (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that: 
 (i) this paragraph does not limit the effect of paragraph (b) of this
Section 7.01; 
 (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer,
unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 
 (iii) the Trustee shall not be
liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. 

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to this
Section 7.01. 
 (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The
Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and 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 7.02. Rights of the Trustee. (a) The Trustee may conclusively rely upon any document believed by it to be genuine and
to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in any such document. 

  
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 (b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate
or an Opinion of Counsel, or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its own selection
and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed
with due care. 
 (d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be
authorized or within the rights or powers conferred upon it by this Indenture, provided that the Trustee’s conduct does not constitute willful misconduct or negligence. 

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company. 
 (f) 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 unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance
with such request or direction. 
 (g) 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, other evidence of indebtedness or other paper or document, but the Trustee, in its reasonable discretion, may make
such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall reasonably determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the
Company during normal business hours and upon reasonable notice, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. 

(h) 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 willful misconduct or gross negligence on the part of any agent or attorney appointed with due care by it under this Indenture. 

(i) The Trustee shall not be required to give any bond or surety in respect of the performance of its power and duties hereunder. 

(j) Notwithstanding anything in this Indenture to the contrary, the rights, privileges, protections, immunities and benefits given to the
Trustee under this Article 7, including, without limitation, its right to be indemnified, are extended to, and shall be 

  
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enforceable by, Deutsche Bank Trust Company Americas in each of its capacities hereunder as an Agent, and are extended to, and shall be enforceable by, each other Agent, Custodian and other
Person employed to act hereunder. 
 (k) The permissive right of the Trustee to take or refrain from taking any actions enumerated in this
Indenture shall not be construed as a duty. 
 (l) The Trustee shall not be responsible or liable for any failure or delay in the
performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other
military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military authority and governmental action.

 (m) Anything in this Indenture notwithstanding, in no event shall the Trustee be liable for special, indirect, punitive or consequential
loss or damage of any kind whatsoever (including but not limited to loss of profit), even if the Trustee has been advised as to the likelihood of such loss or damage and regardless of the form of action. 

(n) The Company shall provide prompt written notice to the Trustee of any change to its fiscal year. 

Section 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of
Notes of any series and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such
conflict within 90 days, apply to the SEC for permission to continue as Trustee or resign. Any Agent may do the same with like rights and duties. The Trustee shall also be subject to Sections 7.10 and 7.11 hereof. 

Section 7.04. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity
or adequacy of this Indenture or the Notes of any series, it shall not be accountable for the Company’s use of the proceeds from the Notes of any series or any money paid to the Company or upon the Company’s direction under any provision
of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes of any
series or any other document in connection with the sale of the Notes of any series or pursuant to this Indenture other than its certificate of authentication. 

Section 7.05. Notice of Defaults. (a) The Trustee shall not be deemed to have notice of any Default with respect to Notes of
any series unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the
Trustee from the Company or the Holders of 25% in aggregate principal amount of the outstanding Notes of all series affected thereby, and such notice references the specific Default or Event of Default, the Notes of such series and this Indenture.


  
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 (b) If a Default occurs and is continuing and is known to the Trustee, the Trustee shall mail to
Holders of the Notes of the applicable series, notice of the Default within the earlier of 90 days after the occurrence of a Default or 30 days after it is actually known to a Trust Officer or written notice of it is received by the Trustee, unless
such Default shall have been cured or waived. Except in the case of a Default in the payment of principal of, premium, if any, or interest on any Note of any series (including payments pursuant to the redemption provisions of the Notes of such
series), the Trustee may withhold the notice if and so long as it in good faith determines that withholding the notice is in the interests of the Holders thereof. 

Section 7.06. Reports by Trustee to Holder. Within 60 days after each May 15 beginning with the May 15 following the
initial issuance date of Notes under this Indenture, and for so long as any series of Notes remain outstanding, the Trustee shall mail to the Holders a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no
event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA § 313(b)(2). The Trustee shall also transmit by mail all reports as
required by TIA § 313(c). 
 A copy of each report at the time of its mailing to the Holders shall be mailed to the Company and filed
with the SEC and each stock exchange, if any, on which the Notes of any series are listed in accordance with TIA § 313(d). The Company shall promptly notify the Trustee in writing when any series of Notes are listed on any stock exchange and
any delisting thereof. 
 Section 7.07. Compensation and Indemnity. The Company and the Guarantors shall pay to each Agent, and
through the Paying Agent, to the Trustee from time to time reasonable compensation for each such Agent’s and Trustee’s services hereunder (it being understood that all amounts set forth in the fee letter dated December 18, 2012,
between the Company and Deutsche Bank Trust Company Americas shall be deemed reasonable in respect of the compensation to Deutsche Bank Trust Company Americas in its capacity as Registrar, Paying Agent and Authenticating Agent as initially appointed
hereunder). The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company and the Guarantors shall reimburse the Trustee and the Agents promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by such party in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s and Agents’
respective agents and counsel. 
 The Company and the Guarantors shall, jointly and severally, indemnify the Trustee against any and all
claims, losses, liabilities or expenses (including reasonable attorneys’ fees and expenses) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and
expenses of enforcing this Indenture against the Company and the Guarantors (including 

  
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this Section 7.07) and defending itself against any claim (whether asserted by the Company and the 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, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Company and the Guarantors promptly of any claim for
which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate
counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. 

The obligations of the Company and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee or the
Agents, as applicable, the satisfaction and discharge and the termination of this Indenture. 
 To secure the Company’s and the
Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such
lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. 
 In
addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d) or (e) hereof occurs,
the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 

“Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities
hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee
hereunder. 
 The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable. 

Section 7.08. Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become
effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. 
 The Trustee may resign with
respect to one or more series of Notes in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in principal amount of the then outstanding Notes of all series affected thereby
(voting as a single class) may remove the Trustee with respect to the Notes of such series by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: 

(a) the Trustee fails to comply with Section 7.10 hereof; 

  
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 (b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with
respect to the Trustee under any Bankruptcy Law; 
 (c) a custodian or public officer takes charge of the Trustee or its property; or 

(d) the Trustee becomes incapable of acting. 

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason with respect to any series of Notes, the
Company shall promptly appoint a successor Trustee with respect to such series. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes of all series affected thereby
(voting as a single class) may appoint a successor Trustee to replace the successor Trustee appointed by the Company. 
 If a successor
Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in principal amount of the then outstanding Notes of such series may petition any court
of competent jurisdiction for the appointment of a successor Trustee with respect to such series. 
 If the Trustee, after written request
by any Holder who has been a Holder of a Note of a series for at least six months, fails to comply with Section 7.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee with respect to such series. 
 A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee
and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture with respect to the relevant series
of Notes. The successor Trustee shall mail a notice of its succession to Holders of the Notes of such series. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the
Trustee hereunder have been paid and subject to the lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof shall continue for the
benefit of the retiring Trustee. 
 Section 7.09. Successor Trustee by Merger, etc. If the Trustee consolidates, merges or
converts into, or transfers all or substantially all of its corporate trust business to, another corporation or banking association, the successor corporation or banking association without any further act shall, if such successor corporation or
banking association is otherwise eligible hereunder, be the successor Trustee. 

  
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 Subject to Section 7.10, any business entity into which the Trustee may be merged or converted or
with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any entity succeeding to all or substantially all of the corporate trust business of the Trustee, shall
be the successor of the Trustee hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto. 

Section 7.10. Eligibility; Disqualification. There shall at all times be a Trustee hereunder that is a Person organized and doing
business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a
combined capital and surplus of at least $100.0 million as set forth in its most recent published annual report of condition. 
 This
Indenture shall always have a Trustee who satisfies the requirements of TIA §310(a)(1), (2) and (5). The Trustee is subject to TIA §310(b). 

Section 7.11. Preferential Collection of Claims Against Company. The Trustee is subject to TIA §311(a), excluding any
creditor relationship listed in TIA §311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein. 

ARTICLE 8 
 LEGAL
DEFEASANCE AND COVENANT DEFEASANCE 
 Section 8.01. Option to Effect
Legal Defeasance or Covenant Defeasance. Unless otherwise provided in respect of a series of Notes, the Company may, at the option of its Board of Directors evidenced by a resolution set forth in an Officer’s Certificate, at any time, elect
to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes of any series upon compliance with the conditions set forth below in this Article 8. 

Section 8.02. Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.01 hereof of the option applicable
to this Section 8.02, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes of any series
on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by
the outstanding Notes of such series, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all
its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until
otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes of such series to 

  
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receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal amount of, premium, if any, and interest on
such Notes when such payments are due, (b) the Company’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee and Agents hereunder and the
Company’s obligations in connection therewith and (d) the provisions of this Article 8 with respect to Legal Defeasance. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding
the prior exercise of its option under Section 8.03 hereof. 
 Section 8.03. Covenant Defeasance. Upon the Company’s
exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the
covenants contained in Sections 4.03, 4.04 and 4.05 hereof and in any supplemental indenture or Officer’s Certificate established with respect to the outstanding Notes of a series pursuant to Section 2.03 hereof on and after the date the
conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes of such series shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent
or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes of such series
shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes of such series, 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 covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and the Notes of such series shall be unaffected thereby. In
addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof with respect to the Notes of a series, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Section
6.01(c) hereof shall not constitute an Event of Default for such series. 
 Section 8.04. Conditions to Legal or Covenant
Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes of any series: 

In order to exercise either Legal Defeasance or Covenant Defeasance: 

(a) the Company must deposit with the Paying Agent, in trust, for the benefit of the Holders, cash in United States dollars, U.S. Government
Obligations, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to 

  
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the Trustee, to pay the principal amount at maturity of, premium, if any, and interest on the outstanding Notes of such series on the stated date for payment thereof or on the applicable
Redemption Date, as the case may be; 
 (b) in the case of an election under Section 8.02 hereof, the Company shall have delivered to the
Trustee an Opinion of Counsel in the United States of America reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the
date of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes of such series will not
recognize income, gain or loss for Federal income tax purposes as a result of such Legal 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 Legal
Defeasance had not occurred; 
 (c) in the case of an election under Section 8.03 hereof, the Company shall have delivered to the Trustee an
Opinion of Counsel in the United States of America reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such
Covenant Defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 

(d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default
resulting from the incurrence of indebtedness all or a portion of the proceeds of which will be used to defease the Notes pursuant to this Article 8 concurrently with such incurrence and the grant of a lien to secure such indebtedness); 

(e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under this Indenture
(other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any lien securing such borrowing) or any other material agreement or instrument to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; 
 (f) the Company shall have delivered to the Trustee
an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and 

(g) the Company shall have paid or duly provided for payment of all amounts then due to the Trustee pursuant to Section 7.07 hereof. 

Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) above with respect to a Legal Defeasance need not be delivered if
all Notes of such series not therefor delivered to the Registrar for cancellation (i) have become due and payable or (ii) will become due and payable on the maturity date or upon redemption within one year under arrangements satisfactory
to the Trustee for giving of notice of redemption by the Trustee or Registrar in the name, and at the expense, of the Company. 

  
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 Section 8.05. Deposited Money and U.S. Government Securities to Be Held in Trust; Other
Miscellaneous Provisions. All cash and non-callable U.S. Government Obligations (including the proceeds thereof) deposited with the Paying Agent (or other qualifying trustee, collectively for purposes of this Section 8.05, the
“Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes of any series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of the Notes of such series of all sums due and to become due thereon in respect of principal, premium, if any,
and interest, but such cash and securities need not be segregated from other funds except to the extent required by law. 
 The Company
shall pay and indemnify the Trustee and Paying Agent, as applicable, against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to Section 8.04 hereof 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 the outstanding Notes of such series. 

Anything in this Article 8 to the contrary notwithstanding, the Paying Agent shall deliver or pay to the Company from time to time upon the
request of the Company any money or non-callable U.S. Government Obligations held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 

Section 8.06. Satisfaction and Discharge. This Indenture shall be discharged and shall cease to be of further effect (except as to
surviving rights or registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes of any series when (a) either (i) all the Notes of such series theretofore authenticated and
delivered (except lost, stolen or destroyed Notes of such series which have been replaced or paid and Notes of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust) have been delivered to the Trustee or Registrar and Paying Agent for cancellation or (ii) all Notes of such series not theretofore delivered to the Trustee or Registrar and Paying Agent for
cancellation have become due and payable or will become due and payable within one year, whether at maturity or on a Redemption Date, pursuant to an irrevocable redemption notice, and the Company has deposited or caused to be deposited with the
Trustee or Registrar and Paying Agent funds or U.S. Government Obligations in an amount sufficient to pay and discharge the entire indebtedness on the Notes of such series not theretofore delivered to the Trustee or Registrar and Paying Agent for
cancellation, for principal of, premium, if 

  
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any, and interest on the Notes of such series to the date of deposit together with irrevocable instructions from the Company directing the Trustee or Registrar and Paying Agent to apply such
funds to the payment thereof at maturity or redemption, as the case may be; (b) the Company has paid all other sums due and payable under this Indenture by the Company; and (c) the Company has delivered to the Trustee or Registrar and
Paying Agent an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. 

Section 8.07. Repayment to Company. Any cash or non-callable U.S. Government Obligations deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on, any Note 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 or (if then held by the Company) shall be discharged from such trust; and the Holder shall thereafter, as an unsecured creditor, look only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such cash and securities, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such cash and securities 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 cash and securities then remaining will be repaid to the Company. 

Section 8.08. Reinstatement. If the Trustee or Paying Agent is unable to apply any cash or non-callable U.S. Government
Obligations in accordance with Section 8.02 or 8.03, as the case may be, 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 the Notes of the relevant series shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 until such time as the Trustee or Paying Agent is permitted to apply all such cash and
securities in accordance with Section 8.02 or 8.03, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest on any Note of a series following the reinstatement of its
obligations with respect to such series, the Company shall be subrogated to the rights of the Holders to receive such payment from the cash and securities held by the Trustee or Paying Agent. 

Section 8.09. Survival. The Trustee’s and Agents’ rights and obligations under this Article 8 shall survive termination
of this Indenture or the resignation of the Trustee or such Agent. 

  
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 ARTICLE 9 

AMENDMENT, SUPPLEMENT AND WAIVER 

Section 9.01. Without Consent of Holder. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the
Trustee may amend or supplement this Indenture, the Note Guarantees or the Notes of any series without the consent of any Holder of a Note of such series to: 

(a) cure any ambiguity, omission, defect or inconsistency; 

(b) provide for the assumption by a successor entity of the obligations of the Company or any Guarantor under this Indenture; 

(c) to establish the form or forms or terms of Notes of any series as permitted by Section 2.03 hereof; 

(d) provide for Global Notes in addition to or in place of Certificated Notes (provided, however, that the Global Notes are
issued in registered form for purposes of Section 163(f) of the Code; 
 (e) provide for any Guarantees with respect to the Notes or to
confirm and evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted under this Indenture; 

(f) add to the covenants of the Company for the benefit of the Holders of Notes of such series or to surrender any right or power conferred
upon the Company; 
 (g) make any amendment to the provisions of this Indenture relating to the form, authentication, transfer and legending
of Notes of such series; provided, however, that (i) compliance with this Indenture as so amended would not result in such Notes being transferred in violation of the Securities Act or any other applicable securities law and
(ii) such amendment does not materially affect the rights of Holders to transfer such Notes; 
 (h) comply with any requirement of the
SEC in connection with the qualification of this Indenture under the TIA; 
 (i) conform any provision of this Indenture or the Notes of
such series to the provisions of the offering document relating to such series of Notes; 
 (j) modify any provisions of this Indenture,
which modifications apply solely to series of Notes not outstanding on the date of such supplemental indenture; or 
 (k) make any other
change that does not adversely affect the rights of any Holder of Notes of such series in any material respect. 
 Upon the request of the
Company, and upon receipt by the Trustee of the documents described in Section 9.05 hereof, the Trustee and the Agents shall join with 

  
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the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but neither the Trustee nor the Agents shall be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. 

A supplemental indenture or Officer’s Certificate which changes or eliminates any covenant or any provision of this Indenture which has
been expressly included solely for the benefit of one or more particular series of Notes, or which modifies the rights of Holders of Notes of such series with respect to such covenant or provision, or which modifies terms with respect only to future
series of Notes, shall be deemed not to affect the rights under this Indenture of the Holders of Notes of any other series and may be executed without the consent of such Holders of other series of Notes. 

Section 9.02. With Consent of Holders of Notes. Except as provided below in this Section 9.02, this Indenture, the Notes
Guarantees and the Notes of any series may be amended or supplemented as it relates to such series with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes of each series affected thereby (all
such series voting as a single class) and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes of
such series, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Note Guarantees or the Notes of such series may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes of each series affected thereby (all such series voting as a single class). 

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or
supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.05 hereof, the Trustee shall
join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. 
 After an amendment, supplement or waiver
under this Section 9.02 becomes effective, the Company shall mail to the Holders of Notes of all series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. 

  
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 Notwithstanding the foregoing, without the consent of each Holder affected, an amendment or
waiver under this Section 9.02 may not (with respect to any Notes of such series held by a non-consenting Holder): 
 (a) reduce the amount
of Notes of such series whose Holders must consent to an amendment, supplement or waiver; 
 (b) reduce the rate of or extend the time for
payment of interest on any Note of such series; 
 (c) reduce the principal of or extend the Stated Maturity of any Note of such series;

 (d) reduce the premium payable upon the redemption of any Note of such series or change the scheduled date at which any Note of such
series may be redeemed; 
 (e) make any Notes of such series payable in money other than that stated in such Notes; 

(f) impair the right of any Holder to receive payment of principal of and interest on such Note on or after the due dates therefore or to
institute suit for the enforcement of such payment on or with respect to such Holder’s Notes; or 
 (g) make any change in the
amendment provisions which require each Holder’s consent or in the waiver provisions. 
 Section 9.03. Compliance with Trust
Indenture Act. Every amendment or supplement to this Indenture or with respect to any series of Notes shall be set forth in an amended or supplemental indenture that complies with the TIA as then in effect. 

Section 9.04. Revocation and Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by a
Holder is a continuing consent by such Holder and every subsequent Holder or portion thereof that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder or
subsequent Holder may revoke the consent as to its Note or portion thereof if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver shall become
effective in accordance with its terms and thereafter shall bind every Holder for all series of Notes to which such amendment, supplement or waiver relates. 

Section 9.05. Trustee and Agents to Sign Amendments. The Trustee and Agents shall sign any amended or supplemental indenture
authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and Agents, as applicable. In executing any amended or supplemental indenture, the Trustee
and Agents shall be provided with and (subject to Section 7.01 hereof) shall be fully protected in relying upon an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental


  
 44 








 
indenture is authorized or permitted by this Indenture and that such amended or supplemental indenture is the legal, valid and binding obligation of the Company and the Guarantors, if any,
enforceable against them in accordance with its terms, subject to customary exceptions and that such amended or supplemental indenture complies with the provisions hereof. 

ARTICLE 10 
 NOTE
GUARANTEES 
 Section 10.01. Note Guarantees. Each Guarantor that executes this Indenture or a supplemental
indenture agreeing to be bound hereby, as primary obligor and not merely as surety, hereby fully, unconditionally and irrevocably guarantees on a senior unsecured basis, jointly and severally, to each Holder of the Notes of each series (or such
series as specified in the applicable supplement) and to the Trustee, the Agents and their respective successors and assigns (a) the full and punctual payment of principal of and interest on the Notes of each such series when due, whether at
Stated Maturity, by acceleration or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes of each such series and (b) the full and punctual performance within applicable grace periods of all other
obligations of the Company under this Indenture and the Notes of each such series (all such obligations set forth in clauses (a) and (b) above being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor
further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 10 notwithstanding any extension or
renewal of any Guaranteed Obligation. 
 Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of
the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes of any series or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected
by (a) the failure of any Holder, the Trustee or Agents to assert any claim or demand or to enforce any right or remedy against the Company, any Guarantor or any other Person under this Indenture, the Notes of any series or any other agreement
or otherwise; (b) any extension or renewal of any obligation of the Company under the Indenture or any Note, by operation of law or otherwise; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this
Indenture, the Notes of any series or any other agreement; or (d) except as set forth in Section 10.05, any change in the ownership of such Guarantor. 

Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not
a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or Agents to any security held for payment of the Guaranteed Obligations. 

Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any
time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder, the Trustee or Agents upon the bankruptcy or reorganization of the Company or otherwise. 

  
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 Each Guarantor further agrees that, as between it, on the one hand, and the Holders, the Trustee
and the Agents, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of such Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due
and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 10.01. 
 Each Guarantor also agrees
to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee, the Agents or any Holder in enforcing any rights under this Section 10.01. 

Section 10.02. Limitation on Liability. Each Guarantor, and by its acceptance of Notes of a series, each Holder of Notes of each
such series, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor (a) not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act,
the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to any Note Guarantee, and (b) not result in a distribution to shareholders not permitted under the applicable foreign or state law. Any
term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering the Note
Guarantee, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. If following the date of this Indenture and
notwithstanding anything in Section 9.02 to the contrary, any Guarantor incorporated, organized or formed, as the case may be, under the laws of any jurisdiction outside the United States of America (a “Future Foreign Guarantor”)
executes a Note Guarantee and the Company shall reasonably determine that the preceding limitations shall not adequately address the limitations on such Note Guarantee imposed by applicable law of the jurisdiction of incorporation, organization or
formation, as the case may be, of any such Future Foreign Guarantor then upon the delivery of an Officer’s Certificate and Opinion of Counsel, the Company shall be entitled to amend such clauses or add such additional provisions (including any
related modifications to a supplement to this Indenture or a Note Guarantee), as the case may be, in order for the Note Guarantee of a Guarantor to adequately address the limitations imposed by applicable law. 

Section 10.03. Successors and Assigns. This Article 10 shall be binding upon each Guarantor that executes this Indenture or a
supplemental indenture agreeing to be bound hereby and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee, the Agents and the Holders and, in the event of any transfer or assignment of rights by
any Holder, the Trustee or the Agents, the rights and 

  
 46 








 
privileges conferred upon that party in this Indenture and in the Notes of the relevant series shall automatically extend to and be vested in such transferee or assignee, all subject to the terms
and conditions of this Indenture. 
 Section 10.04. No Waiver. Neither a failure nor a delay on the part of either the Trustee,
the Agents or the Holders in exercising any right, power or privilege under this Article 10 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege.
The rights, remedies and benefits of the Trustee, the Agents and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article 10 at law, in equity, by
statute or otherwise. 
 Section 10.05. Release of Guarantor. Unless otherwise specified in respect of any series of Notes, the
Note Guarantee of a Guarantor will be released with respect to a series of Notes under this Article 10 without any further action required on the part of the Trustee, the Agents or any Holder: 

(a) upon (i) the sale or other disposition (including by way of consolidation, merger, dissolution or otherwise) of the Capital Stock of
such Guarantor such that it is no longer a subsidiary of the Company or (ii) the sale or other disposition of all or substantially all of the assets of such Guarantor; 

(b) if so provided in an Officer’s Certificate or supplemental indenture in respect of a series of Notes issued hereunder; or 

(c) if the Company exercises its Legal Defeasance option or its Covenant Defeasance option with respect to such series of Notes in accordance
with Article 8 hereof or if the Company’s obligations with respect to such series of Notes are discharged in accordance with the terms of Section 8.06. 

Section 10.06. Contribution. Each Guarantor that makes a payment under its Note Guarantee shall be entitled upon payment in full
of all Guaranteed Obligations to contribution from each Guarantor, as applicable, in an amount equal to such Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment
determined in accordance with GAAP. 
 ARTICLE 11 

MISCELLANEOUS 

Section 11.01. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with another
provision which is required to be included in this Indenture by the TIA, the provision required by the TIA shall control. 

  
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 Section 11.02. Notices. Any notice or communication by the Company, the Trustee or an
Agent to the other parties is duly given if in writing and delivered in person or mailed by first class mail (registered or certified, return receipt requested), facsimile or electronic transmission or overnight air courier guaranteeing next-day
delivery, to the other’s address: 
 If to the Company: 

Delphi Automotive PLC 
 c/o Delphi
Automotive Systems, LLC 
 5725 Delphi Drive 

Troy, Michigan 48098 
 Facsimile:
(248) 813-2491 
 Attention: Treasurer 

With a copy to: 
 Delphi
Automotive PLC 
 c/o Delphi Automotive Systems, LLC 

5725 Delphi Drive 
 Troy, Michigan
48098 
 Facsimile: (248) 813-2491 

Attention: General Counsel 
 Davis
Polk & Wardwell LLP 
 450 Lexington Avenue 

New York, NY 10017 
 Facsimile:
(212) 701-5111 
 Attention: Michael Kaplan 

If to the Trustee: 
 Wilmington
Trust, National Association 
 166 Mercer Street, Suite 2R 

New York, NY 10012 
 Attn:
Corporate Capital Markets Services 
 Tel: 212-941-4416 

Fax: 212-343-1079 
 If to the
Registrar, Paying Agent or Authenticating Agent initially appointed hereunder: 
 Deutsche Bank Trust Company Americas 

Institutional Cash and Securities Services 

60 Wall Street, 16th Floor 
 New
York, New York 10005 
 Attn: Corporates Team Deal Manager—Delphi 

Fax: 732-578-4635 

  
 48 








 With a copy to: 

Deutsche Bank Trust Company Americas 

c/o Deutsche Bank National Trust Company 

Trust & Agency Services 

100 Plaza One, Mailstop JCY03-0699 

Jersey City, New Jersey 07311 

Attn: Corporates Team Deal Manager—Delphi 

Fax: 732-578-4635 
 The Company,
the Trustee or the Agents, by notice to the other, may designate additional or different addresses for subsequent notices or communications. 

The Trustee and the Agents, as applicable, agree to accept and act upon facsimile or e-mail transmission of written instructions pursuant to
this Indenture; provided, however, that (a) the party providing such written instructions, subsequent to such transmission of written instructions, shall provide the originally executed instructions in a timely manner and
(b) such originally executed instructions or directions shall be signed by an authorized representative of the party providing such instructions or directions. 

All notices and communications (other than those sent to the Trustee, Agents or Holders) shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if sent by facsimile or e-mail transmission; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next-day delivery. All notices and communications to the Trustee, Agents or Holders shall be deemed duly given and effective only upon receipt. 

Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by
overnight air courier guaranteeing next-day delivery to its address shown on the security register for the Notes. Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. 

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee
receives it. 
 If the Company mails a notice or communication to Holders, it shall send a copy, by facsimile or e-mail transmission, to the
Trustee and each Agent at the same time. 
 Section 11.03. Communication by Holders of Notes with Other Holders of Notes.
Holders may communicate pursuant to TIA § 312(b) with other Holders of Notes of the same series with respect to their rights under this Indenture or the Notes. The Company, the Guarantors, the Trustee, the Registrar and anyone else shall have
the protection of TIA § 312(c). 

  
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 Section 11.04. Certificate and Opinion as to Conditions Precedent. Upon any request
or application by the Company to the Trustee or an Agent to take any action under any provision of this Indenture, the Company shall furnish to the Trustee and/or Agent, as applicable: 

(a) an Officer’s Certificate reasonably satisfactory to the Trustee and/or Agent, as applicable, (which shall include the statements set
forth in Section 11.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; and 

(b) an Opinion of Counsel reasonably satisfactory to the Trustee and/or Agent, as applicable, (which shall include the statements set forth in
Section 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with. 

Section 11.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include: 

(a) a statement that the Person making such certificate or opinion has read such covenant or condition; 

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such
certificate or opinion are based; 
 (c) a statement that, in the opinion of such Person, he or she has made such examination or
investigation as is necessary to enable such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

(d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied. 

Section 11.06. Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. The
Registrar, Paying Agent or Authenticating Agent may make reasonable rules and set reasonable requirements for its functions. 

Section 11.07. No Personal Liability of Directors, Officers, Employees and Stockholders. No past, present or future director,
officer, employee, incorporator or stockholder of the Company, any Guarantor or the Trustee, as such, shall have any liability for any obligations of the Company or of the Guarantors under the Notes, this Indenture, the Note Guarantees or for any
claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 


  
 50 








 Section 11.08. Governing Law; Waiver of Jury Trial. THE INTERNAL LAW OF THE STATE OF
NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES. 
 EACH OF THE ISSUER, THE GUARANTORS, THE AGENTS AND THE
TRUSTEE IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY. 

Section 11.09. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture,
loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 

Section 11.10. Successors. All covenants and agreements of the Company in this Indenture and the Notes shall bind its successors.
All covenants and agreements of the Trustee and the Agents in this Indenture shall bind their respective successors. 
 Section 11.11.
Severability. In case any provision in this Indenture or in the Notes of any series shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions (including those provisions in respect of
any other series of Notes) shall not in any way be affected or impaired thereby. 
 Section 11.12. Counterpart Originals. The
parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 

Section 11.13. Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings in this Indenture have
been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 

Section 11.14. Force Majeure. In no event shall the Trustee or the Agents be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee and the Agents, as applicable, shall use
reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. 

Section 11.15. Patriot Act. The parties hereto acknowledge that in order to help the United States government fight the funding of
terrorism and money laundering activities, pursuant to Federal regulations that became effective on October 1, 2003 (Section 326 of the USA PATRIOT Act) all financial institutions are required to obtain, verify, record and update information
that identifies each person establishing a 

  
 51 








 
relationship or opening an account. The parties to this Indenture agree that they will provide to the Trustee and Agent such information as it may request, from time to time, in order for the
Trustee and Agent to satisfy the requirements of the USA PATRIOT Act, including but not limited to the name, address, tax identification number and other information that will allow it to identify the individual or entity who is establishing the
relationship or opening the account and may also ask for formation documents such as articles of incorporation or other identifying documents to be provided. 

[Signatures on following pages] 

  
 52 








 SIGNATURES 

Dated as the date first written above 
  

			
	COMPANY:
	
	DELPHI AUTOMOTIVE PLC
		
	By:		 /s/ Bradley A. Spiegel

			Name: Bradley A. Spiegel
			Title: Vice President & Treasurer



  
 [Signature Page –
Delphi Automotive PLC Senior Indenture] 








 
			
	TRUSTEE:
	
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
		
	By:		 /s/ Boris Treyger

			Name: Boris Treyger
			Title: Vice President



  
 [Signature Page –
Delphi Automotive PLC Senior Indenture] 








 
			
	REGISTRAR, PAYING AGENT AND AUTHENTICATING AGENT:
	
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Registrar, Paying Agent and Authenticating Agent
		
	By:		Deutsche Bank National Trust Company
		
	By:		 /s/ Irina Golovashchuk

			Name: Irina Golovashchuk
			Title: Vice President
		
	By:		 /s/ Kathryn Fischer

			Name: Kathryn Fischer
			Title: Associate



  
 [Signature Page –
Delphi Automotive PLC Senior Indenture] 








 EXHIBIT A 

[FORM OF FACE OF NOTE] 
 [Global
Note Legend] 
 THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR
THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE REGISTRAR MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07(g) OF THE INDENTURE, (II) THIS
GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE REGISTRAR FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

  
 A-1 








 CUSIP:              

ISIN:              

GLOBAL NOTE 
 [—]% Senior Notes due [—] 
  

			
	No.             		$[            ]

 DELPHI AUTOMOTIVE PLC 

promises to pay to Cede & Co., or registered assigns, 

the principal sum of             DOLLARS on
[—], 20[—], as such amount may be changed from time to time pursuant to the Schedule of Exchanges of Interests attached hereto. 

Interest Payment Dates: [—] and [—] 

Record Dates: [—] and [—] 

  
 A-2 








 Dated:             ,
20             
  

			
	DELPHI AUTOMOTIVE PLC
		
	By:		  

			Name:
			Title:



  
 A-3 









					
	This is one of the Notes referred to in the within-mentioned Indenture:
	
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Authenticating Agent
		
	By:		Deutsche Bank National Trust Company
		
	By:		  

			Name:
			Title:


  
 A-4 








 [FORM OF REVERSE SIDE OF NOTE] 

[—]% Senior Note due [—] 

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 

1. INTEREST. Delphi Automotive PLC (the “Company”) promises to pay interest on the principal amount of this Note at a rate
per annum of [—]% from [—], 20[—] until maturity or pursuant to Section 6.02 of the
Indenture. The Company will pay interest on this Note semi-annually in arrears on [—] and [—] of each year, commencing on [—], 20[—], or, if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). The
Company will make each interest payment to the Holder of record of this Note on the immediately preceding [—] and [—] (each, a “Regular
Record Date”). Interest on this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including [—], 20[—]. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate borne by
this Note; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the rate borne by this
Note. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. 
 2. METHOD OF PAYMENT. The Company will
pay interest on this Note to the Person who is the registered Holder of this Note at the close of business on the Record Date (whether or not a Business Day) next preceding the Interest Payment Date, even if this Note is cancelled after such record
date and on or before such Interest Payment Date, except as provided in Section 2.13 of the Indenture with respect to defaulted interest. Payment of interest may be made by check mailed to the Holders at their addresses set forth in the Note
Register of Holders, provided that (a) all payments of principal, premium, if any, and interest on, Notes represented by Global Notes registered in the name of or held by DTC or its nominee will be made by wire transfer of immediately available
funds to the accounts specified by the Holder or Holders thereof and (b) all payments of principal, premium, if any, and interest with respect to Certificated Notes will be made by wire transfer to a U.S. dollar account maintained by the payee
with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for
payment (or such other date as the Trustee or the Paying Agent may accept in its discretion). Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private
debts. 
 3. AUTHENTICATING AGENT, PAYING AGENT AND REGISTRAR. Initially, Deutsche Bank Trust Company Americas will act as Authenticating
Agent, Paying Agent and Registrar. The Company may change any Authenticating Agent, Paying Agent or Registrar without notice to the Holders. The Company or any of its Subsidiaries may act in any such capacity. 

  
 A-5 








 4. INDENTURE. The Company issued the Notes under an Indenture, dated as of March 10, 2015 among
the Company, the Guarantors party thereto, Wilmington Trust, National Association, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as authenticating agent, registrar and paying
agent. The Company shall be entitled to issue additional Notes with respect to this series of Notes pursuant to the Indenture. The terms of the Notes of this series include those stated in the Indenture and those made part of the Indenture by
reference to the Officer’s Certificate or supplemental indenture setting forth the additional terms of this series of Notes pursuant to Section 2.03 of the Indenture and the provisions of the Trust Indenture Act of 1939, as amended (the
“Trust Indenture Act”). The Notes of this series are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Note conflicts
with the express provisions of the Indenture and those other provisions forming a part thereof with respect to this series of Notes, the provisions of the Indenture and such other provisions with respect to this series shall govern and be
controlling. 
 [OTHER APPLICABLE PROVISIONS] 

[—]. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes of this series are in registered form
without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess of $2,000. The transfer of Notes of this series may be registered and Notes of this series may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Registrar shall not be
required to register the transfer of or exchange of (a) any Note of this series selected for redemption in whole or in part pursuant to Article 3 of the Indenture, except the unredeemed portion of any such Note being redeemed in part, or
(b) any such Note for a period beginning 15 days before the mailing of a notice of an offer to repurchase or redeem such Notes or 15 days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the
payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. 
 [—]. PERSONS DEEMED OWNERS. The registered Holder of this Note may be treated as its owner for all purposes. 

[—]. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Note Guarantees or the Notes of
this series may be amended or supplemented as provided in the Indenture. 
 [—].
DEFAULTS AND REMEDIES. The Events of Default relating to the Notes of this series are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs
and is continuing, the Trustee or the Holders of at least 25% in principal amount 

  
 A-6 








 
of the then outstanding Notes of all series affected thereby may declare the principal of and accrued but unpaid interest on all the Notes of such series to be due and payable immediately by
notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration”, and the same shall become immediately due and payable. If an Event of Default
arising from certain events of bankruptcy or insolvency occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any Holder. Holders may not enforce the Indenture, the Notes of this series or the Note Guarantees except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in aggregate principal amount of the then outstanding Notes of all affected series may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a
Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes of the affected series
(voting as a single class) by written notice to the Trustee may on behalf of the Holders of all of the Notes of such series waive any existing Default or and its consequences under the Indenture with respect to such series of Notes except a
continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes of such series held by a non-consenting Holder. The Company is required to deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required within 30 Business Days after becoming aware of any Default with respect to this series of Notes, to deliver to the Trustee a statement specifying such Default and what action the Company proposes to take with
respect thereto. 
 [—]. AUTHENTICATION. This Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee or Authentication Agent. 

[—]. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE
THE INDENTURE, THE NOTES OF THIS SERIES AND THE NOTE GUARANTEES. 
 [—]. CUSIP AND ISIN
NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP and ISIN numbers to be printed on the Notes of this series and the Trustee or Registrar may use CUSIP and
ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes of this series or as contained in any notice of redemption and reliance may be placed only
on the other identification numbers placed thereon. 

  
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 The Company will furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to the Company at the following address: 
 Delphi Automotive PLC 

5725 Delphi Drive 
 Troy, Michigan
48098 
 Facsimile: (248) 813-2491 

Attention: Treasurer 

  
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 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
  

			
	(I) or (we) assign and transfer this Note to:		  

			(Insert assignee’s legal name)


			
	
	  

	(Insert assignee’s soc. sec. or tax I.D. no.)
	
	  

	
	  

	
	  

	
	  

	(Print or type assignee’s name, address and zip code)
		
	and irrevocably appoint		  

	to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.

  

					
	Date:		  



					
		
	Your Signature:		  

			(Sign exactly as your name appears on the face of this Note)

  

							
	Signature Guarantee*:		  
				

  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


  
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 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* 

The initial outstanding principal amount of this Global Note is $        . The following exchanges of
a part of this Global Note for an interest in another Global Note or for a Certificated Note, or exchanges of a part of another Global or Certificated Note for an interest in this Global Note, have been made: 

 

									
	 Date of Exchange
	  	Amount of
decrease in
Principal
Amount of this
Global Note	  	Amount of
increase in
Principal
Amount of this
Global Note	  	Principal
Amount of this
Global Note
following such
decrease or
increase	  	Signature of
authorized
officer of
Trustee
or Custodian
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	

  

	*	This schedule should be included only if the Note is issued in global form. 


  
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