FORM OF INDENTURE



 EXHIBIT 4.5 
 FORM OF INDENTURE 
 COMVERGE, INC. 
 and 
 _________________,

 as Trustee 
 Indenture 
 Dated as of ______, 20     
 Providing for Issuance of Debt Securities 







 CROSS-REFERENCE TABLE* 
 Provisions of Sections 310 through 318(a) inclusive of the Trust Indenture Act of 1939, as amended, and the Indenture dated as of ______, 20__, between
Comverge, Inc. and _________, as Trustee. 
  

					
	 Trust Indenture Act
 Section
	  	Indenture
Section
	310	 	(a)(1)	  	6.09
		 	(a)(2)	  	6.09
		 	(a)(3)	  	Not Applicable
		 	(a)(4)	  	Not Applicable
		 	(a)(5)	  	6.09
		 	(b)	  	6.08, 6.10, 6.11
		 	(c)	  	Not Applicable
	311	 	(a)	  	6.13
		 	(b)	  	6.13
		 	(c)	  	Not Applicable
	312	 	(a)	  	7.01
		 	(b)	  	7.02
		 	(c)	  	7.02
	313	 	(a)	  	7.03
		 	(b)(1)	  	7.03
		 	(b)(2)	  	7.03
		 	(c)	  	7.03
		 	(d)	  	7.03
	314	 	(a)	  	7.04
		 	(a)(4)	  	7.04
		 	(b)	  	Not Applicable
		 	(c)(1)	  	3.03 and 10.04
		 	(c)(2)	  	3.03
		 	(c)(3)	  	4.04
		 	(d)	  	Not Applicable
		 	(e)	  	1.02
	315	 	(a)	  	6.01 and 6.03
		 	(b)	  	6.02
		 	(c)	  	6.01
		 	(d)	  	6.01
		 	(e)	  	5.14
	316	 	(a)(1)(A)	  	5.12
		 	(a)(1)(B)	  	5.13
		 	(a)(2)	  	Not Applicable
		 	(b)	  	5.07 and 5.08
		 	(c)	  	1.04
	317	 	(a)(1)	  	5.03
		 	(a)(2)	  	5.04
		 	(b)	  	10.03
	318	 	(a)	  	1.07

  

	*	This cross-reference table shall not, for any purpose, be deemed to be part of the Indenture. 








 TABLE OF CONTENTS 
  


					
	  	  	 	  	PAGE
	 TABLE OF CONTENTS
	  	i
		
	 ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	  	1
			
	 Section 1.01
	  	 Definitions
	  	1
	 Section 1.02
	  	 Officers’ Certificates and Opinions
	  	8
	 Section 1.03
	  	 Form of Documents Delivered to Trustee
	  	8
	 Section 1.04
	  	 Acts of Securityholders
	  	9
	 Section 1.05
	  	 Notices, etc., to Trustee and Company
	  	10
	 Section 1.06
	  	 Notice to Securityholders; Waiver
	  	10
	 Section 1.07
	  	 Conflict with Trust Indenture Act
	  	11
	 Section 1.08
	  	 Effect of Headings and Table of Contents
	  	11
	 Section 1.09
	  	 Successors and Assigns
	  	11
	 Section 1.10
	  	 Severability Clause
	  	11
	 Section 1.11
	  	 Benefits of Indenture
	  	11
	 Section 1.12
	  	 Governing Law
	  	11
	 Section 1.13
	  	 Counterparts
	  	11
	 Section 1.14
	  	 Judgment Currency
	  	11
	 Section 1.15
	  	 Legal Holidays
	  	12
		
	 ARTICLE II SECURITY FORMS
	  	12
			
	 Section 2.01
	  	 Forms Generally
	  	12
	 Section 2.02
	  	 Forms of Securities
	  	13
	 Section 2.03
	  	 Securities in Global Form
	  	13
	 Section 2.04
	  	 Form of Trustee’s Certificate of Authentication
	  	13
		
	 ARTICLE III THE SECURITIES
	  	14
			
	 Section 3.01
	  	 General Title; General Limitations; Issuable in Series; Terms of Particular Series
	  	14
	 Section 3.02
	  	 Denominations and Currency
	  	17
	 Section 3.03
	  	 Execution, Authentication and Delivery, and Dating
	  	18
	 Section 3.04
	  	 Temporary Securities
	  	20
	 Section 3.05
	  	 Registration, Transfer and Exchange
	  	20
	 Section 3.06
	  	 Mutilated, Destroyed, Lost and Stolen Securities
	  	23
	 Section 3.07
	  	 Payment of Interest; Interest Rights Preserved
	  	24
	 Section 3.08
	  	 Persons Deemed Owners
	  	25
	 Section 3.09
	  	 Cancellation
	  	25
	 Section 3.10
	  	 Computation of Interest
	  	26

  

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	 ARTICLE IV SATISFACTION AND DISCHARGE
	  	26
			
	 Section 4.01
	  	 Satisfaction and Discharge of Indenture
	  	26
	 Section 4.02
	  	 Discharge and Defeasance
	  	27
	 Section 4.03
	  	 Covenant Defeasance
	  	28
	 Section 4.04
	  	 Conditions to Defeasance or Covenant Defeasance
	  	28
	 Section 4.05
	  	 Application of Trust Money; Excess Funds
	  	30
	 Section 4.06
	  	 Paying Agent to Repay Moneys Held
	  	31
	 Section 4.07
	  	 Return of Unclaimed Amounts
	  	31
		
	 ARTICLE V REMEDIES
	  	31
			
	 Section 5.01
	  	 Events of Default
	  	31
	 Section 5.02
	  	 Acceleration of Maturity; Rescission, and Annulment
	  	32
	 Section 5.03
	  	 Collection of Indebtedness and Suits for Enforcement by Trustee
	  	33
	 Section 5.04
	  	 Trustee May File Proofs of Claim
	  	34
	 Section 5.05
	  	 Trustee May Enforce Claims Without Possession of Securities
	  	35
	 Section 5.06
	  	 Application of Money Collected
	  	35
	 Section 5.07
	  	 Limitation on Suits
	  	35
	 Section 5.08
	  	 Unconditional Right of Securityholders to Receive Principal, Premium, and Interest
	  	36
	 Section 5.09
	  	 Restoration of Rights and Remedies
	  	36
	 Section 5.10
	  	 Rights and Remedies Cumulative
	  	36
	 Section 5.11
	  	 Delay or Omission Not Waiver
	  	37
	 Section 5.12
	  	 Control by Securityholders
	  	37
	 Section 5.13
	  	 Waiver of Past Defaults
	  	37
	 Section 5.14
	  	 Undertaking for Costs
	  	38
	 Section 5.15
	  	 Waiver of Stay or Extension Laws
	  	38
		
	 ARTICLE VI THE TRUSTEE
	  	38
			
	 Section 6.01
	  	 Certain Duties and Responsibilities of Trustee
	  	38
	 Section 6.02
	  	 Notice of Defaults
	  	39
	 Section 6.03
	  	 Certain Rights of Trustee
	  	40
	 Section 6.04
	  	 Not Responsible for Recitals or Issuance of Securities
	  	41
	 Section 6.05
	  	 May Hold Securities
	  	41
	 Section 6.06
	  	 Money Held in Trust
	  	41
	 Section 6.07
	  	 Compensation and Reimbursement
	  	41
	 Section 6.08
	  	 Disqualification; Conflicting Interests
	  	42
	 Section 6.09
	  	 Corporate Trustee Required; Eligibility
	  	42
	 Section 6.10
	  	 Resignation and Removal; Appointment of Successor
	  	42
	 Section 6.11
	  	 Acceptance of Appointment by Successor
	  	44
	 Section 6.12
	  	 Merger, Conversion, Consolidation or Succession to Business
	  	45
	 Section 6.13
	  	 Preferential Collection of Claims Against Company
	  	45
	 Section 6.14
	  	 Appointment of Authenticating Agent
	  	45

  

 - ii - 









					
		
	 ARTICLE VII SECURITYHOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	  	47
			
	 Section 7.01
	  	 Company to Furnish Trustee Names and Addresses of Securityholders
	  	47
	 Section 7.02
	  	 Preservation of Information; Communications to Securityholders
	  	47
	 Section 7.03
	  	 Reports by Trustee
	  	48
	 Section 7.04
	  	 Reports by Company
	  	49
		
	 ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
	  	49
			
	 Section 8.01
	  	 Company May Consolidate, etc., Only on Certain Terms
	  	49
	 Section 8.02
	  	 Successor Corporation Substituted
	  	50
		
	 ARTICLE IX SUPPLEMENTAL INDENTURES
	  	51
			
	 Section 9.01
	  	 Supplemental Indentures Without Consent of Securityholders
	  	51
	 Section 9.02
	  	 Supplemental Indentures With Consent of Securityholders
	  	52
	 Section 9.03
	  	 Execution of Supplemental Indentures
	  	53
	 Section 9.04
	  	 Effect of Supplemental Indentures
	  	53
	 Section 9.05
	  	 Conformity With Trust Indenture Act
	  	53
	 Section 9.06
	  	 Reference in Securities to Supplemental Indentures
	  	54
		
	 ARTICLE X COVENANTS
	  	54
			
	 Section 10.01
	  	 Payment of Principal, Premium and Interest
	  	54
	 Section 10.02
	  	 Maintenance of Office or Agency
	  	54
	 Section 10.03
	  	 Money or Security Payments to Be Held in Trust
	  	54
	 Section 10.04
	  	 Certificate to Trustee
	  	55
	 Section 10.05
	  	 Corporate Existence
	  	55
		
	 ARTICLE XI REDEMPTION OF SECURITIES
	  	56
			
	 Section 11.01
	  	 Applicability of Article
	  	56
	 Section 11.02
	  	 Election to Redeem; Notice to Trustee
	  	56
	 Section 11.03
	  	 Selection by Trustee of Securities to be Redeemed
	  	56
	 Section 11.04
	  	 Notice of Redemption
	  	57
	 Section 11.05
	  	 Deposit of Redemption Price
	  	57
	 Section 11.06
	  	 Securities Payable on Redemption Date
	  	57
	 Section 11.07
	  	 Securities Redeemed in Part
	  	58
	 Section 11.08
	  	 Provisions with Respect to any Sinking Funds
	  	58
		
	 ARTICLE XII REPAYMENT AT OPTION OF HOLDERS
	  	60
			
	 Section 12.01
	  	 Applicability of Article
	  	60
	 Section 12.02
	  	 Repayment of Securities
	  	60

  

 - iii - 









					
	 Section 12.03
	  	 Exercise of Option
	  	60
	 Section 12.04
	  	 When Securities Presented for Repayment Become Due and Payable
	  	60
	 Section 12.05
	  	 Securities Repaid in Part
	  	61
		
	 ARTICLE XIII SUBORDINATION OF SUBORDINATED SECURITIES
	  	61
			
	 Section 13.01
	  	 Agreement to Subordinate
	  	61
	 Section 13.02
	  	 Payment on Dissolution, Liquidation or Reorganization; Default on Senior Indebtedness
	  	61
	 Section 13.03
	  	 Payment Prior to Dissolution or Default
	  	64
	 Section 13.04
	  	 Securityholders Authorize Trustee to Effectuate Subordination of Securities
	  	64
	 Section 13.05
	  	 Right of Trustee to Hold Senior Indebtedness
	  	64
	 Section 13.06
	  	 Article XIII Not to Prevent Events of Default
	  	64
	 Section 13.07
	  	 No Fiduciary Duty of Trustee to Holders of Senior Indebtedness
	  	65

  

 - iv - 








 THIS INDENTURE, between Comverge, Inc., a Delaware corporation (hereinafter called the
“Company”) having its principal office at 120 Eagle Rock Avenue, Suite 190, East Hanover, New Jersey, and ______________, a ____________, as trustee (hereinafter called the “Trustee”), is made and entered into as of
this ___ day of ______, 20__. 
 Recitals of the Company 
 The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of its unsecured debentures, notes, bonds, and other evidences of indebtedness, to be issued in one or more
fully registered series. 
 All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have
been done. 
 Agreements of the Parties 
 To set forth or to provide for the establishment of the terms and conditions upon which the Securities (as hereinafter defined) are and are to be authenticated, issued, and delivered, and in consideration of the
premises thereof, and the purchase of Securities by the Holders (as hereinafter defined) thereof, it is mutually covenanted and agreed as follows, for the equal and proportionate benefit of all Holders from time to time of the Securities or of any
series thereof, as the case may be: 
 ARTICLE I 
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 
 Section 1.01 Definitions. For all
purposes of this Indenture and of any indenture supplemental hereto, except as otherwise expressly provided or unless the context otherwise requires: 
 (a) the terms defined in this Article I have the meanings assigned to them in this Article I, and include the plural as well as the singular; 
 (b) all other terms used herein which are defined in the Trust Indenture Act (as hereinafter defined), either directly or by reference therein, have the
meanings assigned to them therein; 
 (c) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance
with generally accepted accounting principles and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean (i) such
accounting principles as are generally accepted in the United States of America (including, if applicable, International Financial Reporting Standards) at the date of such computation (or, with respect to any series of Securities, at such other date
as may be specified in the Board Resolution or supplemental indenture creating such series) or (ii) with respect to any series of Securities, such other accounting principles (including International Financial Reporting Standards) as may be
specified in the Board Resolution 

  

 - 1 - 








 
or supplemental indenture creating such series as in effect at the date of such computation (or at such other date as may be specified in the Board
Resolution or supplemental indenture creating such series); and 
 (d) all references in this instrument to designated
“Articles”, “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Indenture. The words “herein”, “hereof”, and “hereunder” and other
similar words refer to this Indenture as a whole and not to any particular Article, Section, or other subdivision. 
 “Act”,
when used with respect to any Securityholder, has the meaning specified in Section 1.04. 
 “Affiliate” of any
specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any
specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing. 
 “Authenticating Agent” means any Person authorized by
the Trustee to authenticate Securities of one or more series under Section 6.14. 
 “Authentication Order” has the
meaning specified in Section 3.03. 
 “Board of Directors” means (i) the board of directors of the Company,
(ii) any duly authorized committee of that board, or (iii) any officer, director, or authorized representative of the Company, in each case duly authorized by such Board to act hereunder. 
 “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. 
 “Business Day” means (except, with respect to any particular series of Securities, as may be otherwise provided in the form of such Securities) any day other than a Saturday or Sunday that is neither a legal holiday nor a
day on which banking institutions in New York, New York or East Hanover, New Jersey are authorized or required by law, regulation, or executive order to be closed. 
 “Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, or, if at any time after the execution of this
instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. 
  


 - 2 - 








 “Company” means Comverge, Inc., unless and until a successor corporation shall have
become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor corporation. 
 “Company Request”, “Company Order”, and “Company Consent” mean, respectively, a written request, order, or consent signed in the name of the Company by its President and Chief Executive
Officer, Chief Financial Officer, any Executive Vice President, or any Vice President, or by any other officer or officers of the Company pursuant to an applicable Board Resolution, and delivered to the Trustee. 
 “Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be
administered, which office at the date hereof is located at ________________, Attention: ____________, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust
office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company). 
 “corporation” means a corporation, association, company, joint-stock company, limited liability company or business trust. 
 “Covenant Defeasance” has the meaning specified in Section 4.03. 
 “Defaulted Interest” has the meaning specified in Section 3.07. 
 “Defeasance” has the meaning specified in Section 4.02. 
 “Depositary” means, with respect to the Securities of any series issuable or issued in whole or in part in global form, the Person
designated as Depositary by the Company pursuant to Section 3.01, unless and until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or
include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used with respect to the Securities of any such series shall mean the “Depositary” with
respect to the Securities of that series. 
 “Equivalent Government Securities” means, in relation to Securities denominated
in a currency other than U.S. dollars, securities of the government that issued the currency in which such Securities are denominated or securities of government agencies backed by the full faith and credit of such government. 
 “Event of Default” has the meaning specified in Article V. 
 “Holder”, “Securityholder” and “Holder of Securities” means a Person in whose name a Security is
registered in the Security Register. 
 “Indenture” or “this Indenture” means this instrument as originally
executed or as it may from time to time be supplemented or amended by one or more indentures 

  

 - 3 - 








 
supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of any particular series of Securities established
as contemplated by Section 3.01. 
 “Interest Payment Date”, when used with respect to any series of Securities, means
any date on which an installment of interest on those Securities is scheduled to be paid. 
 “Maturity”, when used with
respect to any Security, means the date on which the principal amount outstanding under such Security or an installment of principal amount outstanding under such Security becomes due and payable, as therein or herein provided, whether on the
Scheduled Maturity Date, by declaration of acceleration, call for redemption, or otherwise. 
 “Officers’ Certificate”
means a certificate signed by any two of the President and Chief Executive Officer, the Chief Financial Officer, any Executive Vice President, any Vice President, and the Treasurer, or by any other officer or officers of the Company pursuant to an
applicable Board Resolution, and delivered to the Trustee. 
 “Opinion of Counsel” means a written opinion of counsel to the
Company, which counsel may be an employee of the Company or other counsel who shall be reasonably acceptable to the Trustee. 
 “Original Issue Discount Security” means any Security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 5.01. 
 “Outstanding”, when used with respect to any particular Securities or to the Securities of any
particular series means, as of the date of determination, all such Securities theretofore authenticated and delivered under this Indenture, except: 
 (i) such Securities theretofore canceled by the Trustee or delivered by the Company to the Trustee for cancellation; 
 (ii) such Securities, or portions thereof, for whose payment or redemption money in the necessary amount has been theretofore deposited in trust with the Trustee or with any Paying Agent other than the Company, or, if
the Company shall act as its own Paying Agent, has been set aside and segregated in trust by the Company; provided, in any case, that if such Securities are to be redeemed prior to their Scheduled Maturity Date, notice of such redemption has been
duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and 
 (iii) such
Securities in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, or which shall have been paid, in each case, pursuant to the terms of Section 3.06 (except with respect to any such
Security as to which proof satisfactory to the 

  

 - 4 - 








 
Trustee is presented that such Security is held by a Person in whose hands such Security is a legal, valid, and binding obligation of the Company).

 In determining whether the Holders of the requisite principal amount of such Securities Outstanding have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal amount of any Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the Maturity thereof. In determining whether the Holders of the requisite principal amount of such Securities Outstanding have given a direction concerning the time, method, and place of conducting
any proceeding for any remedy available to the Trustee, or concerning the exercise of any trust or power conferred upon the Trustee under this Indenture, or concerning a consent on behalf of the Holders of any series of Securities to the waiver of
any past default and its consequences, Securities owned by the Company, any other obligor upon the Securities, or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be Outstanding. In determining whether the
Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, or waiver, only Securities which a Responsible Officer assigned to the corporate trust department of the Trustee knows to be owned by the
Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to
the satisfaction of the Trustee the pledgee’s right to act as owner with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor.

 “Paying Agent” means, with respect to any Securities, any Person appointed by the Company to distribute amounts payable
by the Company on such Securities. If at any time there shall be more than one such Person, “Paying Agent” as used with respect to the Securities of any particular series shall mean the Paying Agent with respect to Securities of that
series. As of the date of this Indenture, the Company has appointed the Trustee as Paying Agent with respect to all Securities issuable hereunder. 
 “Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or other entity, or any government or any agency or
political subdivision thereof. 
 “Place of Payment” means, with respect to any series of Securities issued hereunder, the
place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, with respect to the Securities of such series are payable as specified in accordance with the provisions of Section 3.01. 
 “Predecessor Securities” of any particular Security means every previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under 

  

 - 5 - 








 
Section 3.06 in lieu of a lost, destroyed, mutilated, or stolen Security shall be deemed to evidence the same debt as the lost, destroyed, mutilated, or
stolen Security. 
 “Record Date” means any date as of which the Holder of a Security will be determined for any purpose
described herein, such determination to be made as of the close of business on such date by reference to the Security Register. 
 “Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. 
 “Redemption Price”, when used with respect to any Security to be redeemed, means the price specified in the Security at which it is to
be redeemed pursuant to this Indenture. 
 “Repayment Date”, when used with respect to any Security to be repaid, means the
date fixed for such repayment pursuant to such Security. 
 “Repayment Price”, when used with respect to any Security to be
repaid, means the price at which it is to be repaid pursuant to such Security. 
 “Responsible Officer”, when used with
respect to the Trustee, shall mean an officer of the Trustee in the Corporate Trust Office, having direct responsibility for the administration of this Indenture, and also, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject. 
 “Scheduled
Maturity Date”, when used with respect to any Security, means the date specified in such Security as the date on which all outstanding principal and interest will be due and payable. 
 “Security” or “Securities” means any note or notes, bond or bonds, debenture or debentures, or any other evidences of
indebtedness, as the case may be, of any series authenticated and delivered from time to time under this Indenture. 
 “Security
Register” shall have the meaning specified in Section 3.05. 
 “Security Registrar” means the Person who
maintains the Security Register, which Person shall be the Trustee unless and until a successor Security Registrar is appointed by the Company. 
 “Senior Indebtedness”, unless otherwise provided with respect to the Securities of a series as contemplated by Section 3.01, means all obligations or indebtedness of, or guaranteed or assumed by, the Company, whether
or not represented by bonds, debentures, notes or similar instruments, for borrowed money, and any amendments, renewals, extensions, modifications and refundings of any such obligations or indebtedness, unless in the instrument creating or
evidencing any such obligations or indebtedness or pursuant to which the same is outstanding it is specifically stated, at or prior to the time the Company 

  

 - 6 - 








 
becomes liable in respect thereof, that any such obligation or indebtedness or such amendment, renewal, extension, modification and refunding thereof is not
Senior Indebtedness; provided that, unless otherwise provided with respect to the Securities of a series as contemplated by Section 3.01, in no event shall “Senior Indebtedness” include (a) obligations or indebtedness of the
Company owed or owing to any of its Subsidiaries or any officer, director or employee of the Company or any of its Subsidiaries, (b) subject to Section 13.08, obligations or indebtedness to trade creditors or (c) any liability for
taxes owed or owing by the Company. 
 “Special Record Date” for the payment of any Defaulted Interest means a date fixed by
the Trustee pursuant to Section 3.07. 
 “Specified Currency” has the meaning specified in Section 3.01.

 “Subordinated Security” means any security issued under this Indenture which is designated as a Subordinated Security.

 “Subsidiary” of any specified corporation means any entity at least a majority of whose outstanding Voting Stock shall at
the time be owned, directly or indirectly, by the specified corporation or by one or more of its Subsidiaries, or both. 
 “Trust
Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as in force as of the date hereof, except as provided in Section 9.05. 
 “Trustee” means the party named as such above until a successor becomes such pursuant to this Indenture and thereafter means or includes each party who is then a trustee hereunder, and if at any time
there is more than one such party, “Trustee” as used with respect to the Securities of any series means the Trustee with respect to Securities of that series. If Trustees with respect to different series of Securities are trustees under
this Indenture, nothing herein shall constitute the Trustees co-trustees of the same trust, and each Trustee shall be the trustee of a trust separate and apart from any trust administered by any other Trustee with respect to a different series of
Securities. 
 “U.S. Government Obligations” means (i) securities that are direct obligations of the United States of
America, the payment of which is unconditionally guaranteed by the full faith and credit of the United States of America and (ii) securities that are obligations of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America, the payment of which is unconditionally guaranteed by the full faith and credit of the United States of America, and also includes depository receipts issued by a bank or trust company as custodian with respect to
any of the securities described in the preceding clauses (i) and (ii), and any payment of interest or principal payable under any of the securities described in the preceding clauses (i) and (ii) that is held by such custodian for the
account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt, or from any amount received 

  

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by the custodian in respect of such securities, or from any specific payment of interest or principal payable under the securities evidenced by such
depository receipt. 
 “Voting Stock”, as applied to the stock of any corporation, means stock of any class or classes
(however designated), the outstanding shares of which have, by the terms thereof, ordinary voting power to elect a majority of the members of the board of directors (or other governing body) of such corporation, other than stock having such power
only by reason of the happening of a contingency. 
 Section 1.02 Officers’ Certificates and Opinions. Every Officers’
Certificate, Opinion of Counsel, and other certificate or opinion to be delivered to the Trustee under this Indenture with respect to any action to be taken by the Trustee (except for the Officers’ Certificate required by Section 10.04)
shall include the following: 
 (a) a statement that each individual signing such certificate or opinion has read all covenants and
conditions of this Indenture relating to such proposed action, including the definitions herein relating thereto; 
 (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 each such individual, he or she has made such examination or investigation as is necessary to enable him or her 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, in the opinion of each such individual, such condition or covenant
has been complied with. 
 Section 1.03 Form of Documents Delivered to Trustee. In any case where several matters are required to be
certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to the other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 
 Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, legal counsel, unless such officer knows that any such certificate, opinion, or representation is erroneous. Any opinion of counsel for the Company may be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company, unless such counsel knows that any such certificate, opinion, or representation is erroneous. 
  


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 Where any Person is required to make, give, or execute two or more applications, requests, consents,
certificates, statements, opinions, or other instruments under this Indenture, such instruments may, but need not, be consolidated and form a single instrument. 
 Section 1.04 Acts of Securityholders. (a) Any request, demand, authorization, direction, notice, consent, waiver, or other action provided by this Indenture to be given or taken by Securityholders may be
embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and (if expressly required by the applicable terms of this Indenture) to the Company. If any Securities are denominated in coin or currency other than that of the United
States, then for the purposes of determining whether the Holders of the requisite principal amount of Securities have taken any action as herein described, the principal amount of such Securities shall be deemed to be that amount of United States
dollars that could be obtained for such principal amount on the basis of the spot rate of exchange into United States dollars for the currency in which such Securities are denominated (as evidenced to the Trustee by a certificate provided by a
financial institution, selected by the Company, that maintains an active trade in the currency in question, acting as conversion agent) as of the date the taking of such action by the Holders of such requisite principal amount is evidenced to the
Trustee as provided in the immediately preceding sentence. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Securityholders signing such instrument
or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the Company, if made
in the manner provided in this Section 1.04. 
 (b) The fact and date of the execution by any Person of any such instrument or writing
may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 
 (c) The ownership of Securities shall for all purposes be determined by reference to the Security Register, as such register shall exist as of the
applicable date. 
 (d) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver
or other action, the Company may, at its option, by Board Resolution, fix in advance a Record Date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, 

  

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waiver or other action, but the Company shall have no obligation to do so. If such Record Date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other action may be given before or after such Record Date, but only the Holders of record at the close of business on such Record Date shall be deemed to be Holders for the purpose of determining whether Holders of the
requisite proportion of Securities Outstanding have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the Securities Outstanding shall be computed as of
such Record Date; provided that no such authorization, agreement or consent by the Holders on such Record Date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after
such Record Date. 
 (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security
shall bind each subsequent Holder of such Security, and each Holder of any Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, with respect to anything done or suffered to be done by the Trustee or
the Company in reliance upon such action, whether or not notation of such action is made upon such Security. 
 Section 1.05 Notices,
etc., to Trustee and Company. Any request, order, authorization, direction, consent, waiver, or other action to be taken by the Trustee, the Company, or the Securityholders hereunder (including any Authentication Order), and any notice to be
given to the Trustee or the Company with respect to any action taken or to be taken by the Trustee, the Company, or the Securityholders hereunder, shall be sufficient if made in writing and 
 (a) (if to be furnished or delivered to or filed with the Trustee by the Company or any Securityholder) delivered to the Trustee at its Corporate Trust
Office, or 
 (b) (if to be furnished or delivered to the Company by the Trustee or any Securityholder, and except as otherwise provided in
Section 5.01(d) and, in the case of a request for repayment, except as specified in the Security carrying the right to repayment) mailed to the Company, first-class postage prepaid, at its principal office (as specified in the first paragraph
of this instrument), Attention: Treasurer, or at any other address hereafter furnished in writing by the Company to the Trustee. 
 Section
1.06 Notice to Securityholders; Waiver. Where this Indenture or any Security provides for notice to Securityholders of any event, such notice shall be sufficiently given (unless otherwise expressly provided herein or in such Security) if in
writing and mailed, first-class postage prepaid, to each Securityholder affected by such event, at his or her address as it appears in the Security Register as of the applicable Record Date, not later than the latest date or earlier than the
earliest date prescribed by this Indenture or such Security for the giving of such notice. In any case where notice to Securityholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular
Securityholder shall affect the sufficiency of such notice with respect to other Securityholders. Where this Indenture or any Security provides 

  

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for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Securityholders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 
 In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or otherwise, it shall be impractical to mail notice
of any event to any Securityholder when such notice is required to be given pursuant to any provision of this Indenture or the applicable Security, then any method of notification as shall be satisfactory to the Trustee and the Company shall be
deemed to be sufficient for the giving of such notice. 
 Section 1.07 Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with another provision hereof which is required to be included in this Indenture by any of the provisions of the TIA, such required provision shall control. 
 Section 1.08 Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents hereof are for
convenience only and shall not affect the construction of any provision of this Indenture. 
 Section 1.09 Successors and Assigns. All
covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 
 Section 1.10
Severability Clause. In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby. 
 Section 1.11 Benefits of Indenture. Nothing in this Indenture or in any Securities, express or implied, shall give to any
Person, other than the parties hereto, their successors hereunder, the Authenticating Agent, the Security Registrar, any Paying Agent, and the Holders of Securities (or such of them as may be affected thereby), any benefit or any legal or equitable
right, remedy or claim under this Indenture. 
 Section 1.12 Governing Law. This Indenture shall be governed by and construed in
accordance with the laws of the State of New York. 
 Section 1.13 Counterparts. This instrument may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original, but all of which shall together constitute but one and the same instrument. 
 Section 1.14 Judgment Currency. The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court with respect to
the Securities of any series it is necessary to convert the sum due in respect of the principal, premium, if any, or interest, if any, payable with respect to such Securities into a currency in which a judgment can be rendered (the 

  

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“Judgment Currency”), the rate of exchange from the currency in which payments under such Securities is payable (the “Required
Currency”) into the Judgment Currency shall be the highest bid quotation (assuming European-style quotation — i.e., Required Currency per Judgment Currency) received by the Company from three recognized foreign exchange dealers in the
City of New York for the purchase of the aggregate amount of the judgment (as denominated in the Judgment Currency) on the Business Day preceding the date on which a final unappealable judgment is rendered, for settlement on such payment date, and
at which the applicable dealer timely commits to execute a contract, and (b) the Company’s obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or by any
recovery pursuant to any judgment (whether or not entered in accordance with the preceding clause (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt by the
judgment creditor of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency
the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable, and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture.

 Section 1.15 Legal Holidays. In any case where any Interest Payment Date, Redemption Date, Repayment Date or Maturity of any
Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such
date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date, Redemption Date, Repayment Date or at Maturity, provided that no interest shall accrue for the
period from and after such Interest Payment Date, Redemption Date, Repayment Date or Maturity, as the case may be. 
 ARTICLE II

 SECURITY FORMS 
 Section 2.01 Forms Generally. The Securities of each series shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon, as may be required to comply with the rules of any securities exchange, or as may, consistently herewith, be determined by the officers executing such Securities, as
evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. 
 The definitive Securities, if any, shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders
or may be produced in any other manner permitted by the rules of any securities exchange, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. 
  

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 Section 2.02 Forms of Securities. Each Security shall be in one of the forms approved from time to
time by or pursuant to any Board Resolution, or established in one or more indentures supplemental hereto. Prior to the delivery to the Trustee for authentication of any Security in any form approved by or pursuant to a Board Resolution, the Company
shall deliver to the Trustee a copy of such Board Resolution, together with a true and correct copy of the form of Security which has been approved thereby, or, if a Board Resolution authorizes a specific officer or officers to approve a form of
Security, together with a certificate of such officer or officers approving the form of Security attached thereto; provided, however, that with respect to all Securities issued pursuant to the same Board Resolution, the required copy of such Board
Resolution, together with the appropriate attachment, need be delivered only once. Any form of Security approved by or pursuant to a Board Resolution must be acceptable as to form to the Trustee, such acceptance to be evidenced by the Trustee’s
authentication of Securities in that form or by a certificate signed by a Responsible Officer of the Trustee and delivered to the Company. 
 Section 2.03 Securities in Global Form. If Securities of a series are issuable in whole or in part in global form, the global security representing such Securities may provide that it shall represent the aggregate amount of
Outstanding Securities from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges or increased to reflect the issuance of
additional Securities. Any endorsement of a Security in global form to reflect the amount (or any increase or decrease in the amount) of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall
be specified therein or in the Authentication Order delivered to the Trustee pursuant to Section 3.03. 
 Section 2.04 Form of
Trustee’s Certificate of Authentication. The form of Trustee’s Certificate of Authentication for any Security issued pursuant to this Indenture shall be substantially as follows: 
 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 
 This is one of the Securities of
the series designated therein referred to in the within-mentioned Indenture. 
  

			
	___________________, as Trustee,
		
	By:	 	 
		 	Authorized Signatory


  

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 ARTICLE III 
 THE SECURITIES 
 Section 3.01 General Title; General Limitations; Issuable in Series; Terms of
Particular Series. The aggregate principal amount of Securities that may be authenticated, delivered, and Outstanding at any time under this Indenture is not limited. 
 The Securities may be issued in one or more series in such aggregate principal amount as may from time to time be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in
all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof. 
 Each series of Securities shall be created either by or pursuant to one or more Board Resolutions or by one or more indentures supplemental hereto. Any
such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any such series of
Securities, including the following (as and to such extent as may be applicable): 
 (1) the title of such series; 

(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series; 
 (3) the issue date or issue dates of the Securities of such series; 
 (4) the Scheduled Maturity Date of the Securities of such series; 
 (5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to
the Securities of such series shall be payable; 
 (6) whether the Securities of such series will be issued at par or at a
premium over or a discount from their face amount; 
 (7) the rate or rates (which may be fixed or variable) at which the
Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined; 
 (8) the date or dates (or the method by which such date or dates may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which such interest shall be payable; 
 (9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such
extension; 
  

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 (10) the period or periods within which, the Redemption Price(s) or Repayment Price(s) at
which, and any other terms and conditions upon which, the Securities of such series may be redeemed or repaid, in whole or in part, by the Company; 
 (11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision at the
option of a Holder thereof, and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series shall be redeemed,
repaid, or purchased, in whole or in part, pursuant to such obligation; 
 (12) whether the Securities of such series are to
be issued in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in
whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05); 
 (13)
whether such Securities are Subordinated Securities and if so, the provisions for such subordination if other than the provisions set forth in Article XIII; 
 (14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of
such Securities) if other than U.S. $1,000 or an integral multiple thereof; 
 (15) whether and under what circumstances
additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than
pay such additional amounts; 
 (16) the basis upon which interest shall be calculated; 
 (17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary
Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions; 
 (18) whether the Securities of such series are exchangeable or convertible, at the option of the Holders thereof or otherwise, for or into
new Securities of a different series or for or into any other securities which may include shares of capital stock of the Company or any Subsidiary of the Company or 

  

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securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any
Subsidiary of the Company; 
 (19) if other than U.S. dollars, the foreign or composite currency or currencies (each such
currency a “Specified Currency”) in which the Securities of such series shall be denominated and in which payments of principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to such
Securities shall or may be payable; 
 (20) if the principal, premium, if any, interest, if any, or additional amounts, if
any, payable with respect to the Securities of such series are to be payable in any currency other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods
within which, and the terms and conditions upon which, such election may be made; 
 (21) if the amount of any payment of
principal, premium, if any, interest, if any, or other sum payable with respect to the Securities of such series may be determined by reference to the relative value of one or more Specified Currencies, commodities, securities, or instruments, the
level of one or more financial or non-financial indices, or any other designated factors or formulas, the manner in which such amounts shall be determined; 
 (22) the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different
authorized denomination or denominations, or both; 
 (23) the appointment by the Trustee of an Authenticating Agent in one or
more places other than the Corporate Trust Office of the Trustee, with power to act on behalf of the Trustee, and subject to its direction, in the authentication and delivery of the Securities of such series; 
 (24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with
respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein; 
 (25)
the portion of the principal amount of Securities of such series, if other than the principal amount thereof, that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy
pursuant to Section 5.04; 
  

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 (26) any Event of Default with respect to the Securities of such series, if not set forth
herein, or any modification of any Event of Default set forth herein with respect to such series; 
 (27) any covenant solely
for the benefit of the Securities of such series; 
 (28) the applicability or inapplicability of Section 4.02 and
Section 4.03 of this Indenture to the Securities of such series and, if Section 4.03 is applicable, the covenants subject to Covenant Defeasance under Section 4.03; and 
 (29) any other terms not inconsistent with the provisions of this Indenture. 
 If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the
Officers’ Certificate and Opinion of Counsel required by Section 3.03 at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the
first such Security. 
 If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by
the officer or officers authorized by such Board Resolution of an Authentication Order with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of
the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an
Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been
authorized to establish such series pursuant to the aforementioned Board Resolution. 
 Unless otherwise provided by or pursuant to the Board
Resolution or supplemental indenture creating such series, (i) a series may be reopened for issuances of additional Securities of such series, and (ii) all Securities of the same series shall be substantially identical, except for the
initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment. 
 The form of the
Securities of each series shall be established in a supplemental indenture or by or pursuant to the Board Resolution creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner
as the Board of Directors or its authorized representative or representatives may determine. 
 Unless otherwise provided with respect to
Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. 
 Section 3.02
Denominations and Currency. The Securities of each series shall be issuable in such denominations and currency as shall be provided in the provisions of this 
  

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Indenture or by or pursuant to the Board Resolution or supplemental indenture creating such series. In the absence of any such provisions with respect to the
Securities of any series, the Securities of that series shall be issuable only in fully registered form in denominations of U.S. $1,000 and any integral multiple thereof. 
 Section 3.03 Execution, Authentication and Delivery, and Dating. The Securities shall be executed on behalf of the Company by any two of the President and Chief Executive Officer, the Chief Financial Officer,
any Executive Vice President, any Vice President, the Secretary and any Assistant Secretary of the Company. The signature of any of these officers on the Securities may be manual or facsimile. Typographical and other minor errors or defects in any
such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. 
 Unless otherwise provided in the form of Security for any series, all Securities shall be dated the date of their authentication. 
 Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior
to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. 
 At any time and from
time to time after the execution and delivery of this Indenture, the Company may deliver Securities to the Trustee for authentication, together with a Company Order for authentication and delivery (such Order, an “Authentication
Order”) with respect to such Securities, and the Trustee shall, upon receipt of such Authentication Order, in accordance with procedures acceptable to the Trustee set forth in the Authentication Order, and subject to the provisions hereof,
authenticate and deliver such Securities to such recipients as may be specified from time to time pursuant to such Authentication Order. The material terms of such Securities shall be determinable by reference to such Authentication Order and
procedures. If provided for in such procedures, such Authentication Order may authorize authentication and delivery of such Securities pursuant to oral instructions from the Company or its duly authorized agent, which instructions shall be promptly
confirmed in writing. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to the provisions of Section 6.01)
shall be fully protected in relying upon: 
 (a) an executed supplemental indenture, if any; 
 (b) an Officers’ Certificate, certifying as to the authorized form or forms and terms of such Securities; and 
 (c) an Opinion of Counsel, stating that: 
 (i) the form or forms and terms of such Securities have been established by and in conformity with the provisions of this Indenture; provided that if all such 

  

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Securities are not to be issued at the same time, such Opinion of Counsel may state that such terms will be established in conformity with the provisions of
this Indenture, subject to any conditions specified in such Opinion of Counsel; and 
 (ii) such Securities, when
authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance
with their terms, subject to bankruptcy, insolvency, moratorium, reorganization, and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general principles of equity; provided,
however, that if all Securities issuable by or pursuant to a Board Resolution or supplemental indenture are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate or Opinion of Counsel
otherwise required pursuant to this paragraph at or prior to the time of authentication of each such Security if such documents are delivered at or prior to the time of authentication upon original issuance of the first such Security to be issued.
After the original issuance of the first such Security to be issued, any separate request by the Company that the Trustee authenticate such Securities for original issuance will be deemed to be a certification by the Company that it is in compliance
with all conditions precedent provided for in this Indenture relating to the authentication and delivery of such Securities. 
 The Trustee
shall not be required to authenticate such Securities if the issue thereof will adversely affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture. 
 If the Company shall establish pursuant to Section 3.01 that Securities of a series may be issued in whole or in part in global form, then the
Company shall execute, and the Trustee shall (in accordance with this Section 3.03 and the Authentication Order with respect to such series) authenticate and deliver, one or more Securities in global form that (i) shall represent and shall
be denominated in an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such one or more Securities in global form, (ii) shall be registered in the name of the Depositary
for such Security or Securities in global form, or in the name of a nominee of such Depositary, (iii) shall be delivered to such Depositary or pursuant to such Depositary’s instruction, and (iv) shall bear a legend substantially as
follows: 
 “Unless and until it is exchanged in whole or in part for Securities in certificated form, this Security 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.” 
 Each Depositary designated pursuant to Section 3.01 for a Security in global form must, at the time of its
designation and at all times while it serves as Depositary, be a clearing 

  

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agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation. 
 No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. 
 Section 3.04 Temporary Securities. Pending the preparation of
definitive Securities of any series, the Company may execute, and, upon receipt of the documents required by Sections 2.02, 3.01 and 3.03, together with an Authentication Order, the Trustee shall authenticate and deliver, temporary Securities of
such series that are printed, lithographed, typewritten, mimeographed, or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued in registered form, without
coupons, and with such appropriate insertions, omissions, substitutions, and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities. In the case of Securities of any series for
which a temporary Security may be issued in global form, such temporary global security shall represent all of the Outstanding Securities of such series. 
 Except in the case of temporary Securities in global form, which shall be exchanged in accordance with the provisions thereof, if temporary Securities of any series are issued, the Company will cause definitive
Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities, the temporary Securities of such series shall be exchangeable, at the Corporate Trust Office of the Trustee or at such other office
or agency as may be maintained by the Company in a Place of Payment pursuant to Section 10.02, for definitive Securities of such series having identical terms and provisions, upon surrender of the temporary Securities of such series, at the
Company’s own expense and without charge to the Holder; and upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a
like principal amount of definitive Securities of such series in authorized denominations containing identical terms and provisions. Unless otherwise specified as contemplated by Section 3.01 with respect to a temporary Security in global form,
until so exchanged, the temporary Securities of such series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. 
 Section 3.05 Registration, Transfer and Exchange. With respect to the Securities of each series, the Security Registrar shall keep a register
(herein sometimes referred to as the “Security Register”) which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, in accordance with information to be provided to the
Security Registrar by the Company, subject to such reasonable regulations as the Security Registrar may prescribe. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At
all 
  

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reasonable times the information contained in such register or registers shall be available for inspection at the Corporate Trust Office or at such other
office or agency to be maintained by the Company pursuant to Section 10.02. 
 Upon due presentation for registration of transfer of any
Security of any series at the Corporate Trust Office or at any other office or agency maintained by the Company with respect to that series pursuant to Section 10.02, the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Securities of such series of any authorized denominations, of like aggregate principal amount, tenor, terms and Scheduled Maturity Date. 
 Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole or in part for the individual Securities
represented thereby, in definitive form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary, or by a
nominee of such Depositary to such Depositary or another nominee of such Depositary, or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. 
 At the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of like
aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. 
 If at any time the
Depositary for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series, or if at any time the Depositary for the
Securities of such series shall no longer be eligible under Section 3.03, the Company, by Company Order, shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such
series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s election pursuant to Section 3.01 that such Securities be represented by one or more
Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities
of such series, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in
global form representing such series, in exchange for such Security or Securities in global form. 
 The Company may at any time and in its
sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will
execute, and the Trustee, upon receipt of an Authentication 

  

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Order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities
of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in
global form. 
 If specified by the Company pursuant to Section 3.01 with respect to a series of Securities issued in global form, the
Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are
acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver,
without service charge: 
 (a) to each Person specified by such Depositary, a new definitive Security or Securities of the same series and of
the same tenor and terms, in authorized denominations, in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Security in global form; and 
 (b) to such Depositary, a new Security in global form in a denomination equal to the difference, if any, between the principal amount of the surrendered
Security in global form and the aggregate principal amount of the definitive Securities delivered to Holders pursuant to clause (a) above. 
 Upon the exchange of a Security in global form for Securities in definitive form, such Security in global form shall be canceled by the Trustee or an agent of the Company or the Trustee. Securities issued in definitive form in exchange for
a Security in global form pursuant to this Section 3.05 shall be registered in such names and in such authorized denominations as the Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered or to the
Depositary. 
 Whenever any securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to receive. 
 All Securities issued upon any registration of
transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. 
 Every Security presented or surrendered for registration of transfer, exchange, redemption or payment shall (if so required by the Company or the
Trustee) be duly 

  

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endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by the Holder
thereof or his attorney duly authorized in writing. 
 Unless otherwise provided in the Security to be transferred or exchanged, no service
charge shall be imposed for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Securities, other than exchanges pursuant to Sections 3.04, 3.06, 9.06 and 11.07 not involving any transfer. 
 The Company shall not be required to (i) issue, register the transfer of, or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a
notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) register the transfer of or exchange any Security so selected for
redemption in whole or in part except, in the case of any Security to be redeemed in part, the portion thereof not to be redeemed. 
 Section
3.06 Mutilated, Destroyed, Lost and Stolen Securities. If (i) any mutilated Security is surrendered to the Trustee, or the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security,
and (ii) there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by
a bona fide purchaser, the Company may in its discretion execute and upon request of the Company the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Security, a new Security of like
tenor, terms, series, Scheduled Maturity Date, and principal amount, bearing a number not contemporaneously outstanding. 
 In case any such
mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 
 Upon the issuance of any new Security under this Section 3.06, the Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 
 Every new Security issued pursuant to this Section 3.06 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of the same series duly issued hereunder.

  

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 The provisions of this Section 3.06 are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 
 Section 3.07
Payment of Interest; Interest Rights Preserved. Interest on any Security which is payable and is punctually paid or duly provided for on any Interest Payment Date shall, if so provided in such Security, be paid to the Person in whose name
that Security (or one or more Predecessor Securities) is registered at the close of business on the applicable Record Date, notwithstanding any transfer or exchange of such Security subsequent to such Record Date and prior to such Interest Payment
Date (unless such Interest Payment Date is also the date of Maturity of such Security). 
 Any interest on any Security which is payable, but
is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered Holder on the applicable Record Date by virtue of his having been
such Holder; and, except as hereinafter provided, such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (a) or clause (b) below: 
 (a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names any such Securities (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each such Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as
in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to the Holder of each such Security at his address as it appears in the Security Register, not less than 10 days prior to such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Securities (or their respective Predecessor
Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (b). 
 (b) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which 

  

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such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed
payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. 
 Interest on Securities of any series
that bear interest may be paid by mailing a check to the address of the Person entitled thereto at such address as shall appear in the Security Register for such series or by such other means as may be specified in the form of such Security.

 Subject to the foregoing provisions of this Section 3.07 and the provisions of Section 3.05, each Security delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 
 Section 3.08 Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the Company, the Trustee, and any agent
of the Company or the Trustee may treat the Person in whose name any Security is registered on the applicable Record Date(s) as the owner of such Security for the purpose of receiving payment of principal, premium, if any, interest, if any (subject
to Sections 3.05 and 3.07), and any additional amounts payable with respect to such Security, and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee, nor any agent of the Company or the
Trustee shall be affected by notice to the contrary. 
 None of the Company, the Trustee, any Authenticating Agent, any Paying Agent, the
Security Registrar, or any Co-Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in global form or for maintaining,
supervising or reviewing any records relating to such beneficial ownership interests and each of them may act or refrain from acting without liability on any information relating to such records provided by the Depositary. 
 Section 3.09 Cancellation. All Securities surrendered for payment, redemption, registration of transfer, exchange, or credit against a sinking or
analogous fund shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and, if not already canceled, shall be promptly canceled by it. The Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly canceled by the Trustee. Acquisition of such Securities by the Company shall not operate
as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered to the Trustee for cancellation. No Security shall be authenticated in lieu of or in exchange for any Securities canceled as
provided in this Section 3.09, except as expressly permitted by this Indenture. The Trustee shall dispose of all canceled Securities in accordance with its customary procedures and deliver a certificate of such disposition to the Company.

  

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 Section 3.10 Computation of Interest. Unless otherwise provided as contemplated in
Section 3.01, interest on the Securities shall be calculated on the basis of a 360-day year of twelve 30-day months. 
 ARTICLE IV

 SATISFACTION AND DISCHARGE 
 Section 4.01 Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to any series of Securities (except as to any surviving rights of conversion or transfer or exchange of Securities
of such series expressly provided for herein or in the form of Security for such series), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as
to such series, when 
 (a) either: 
 (i) all Securities of that series theretofore authenticated and delivered (other than (A) Securities of such series which have been destroyed, lost, or stolen and which have been replaced or paid as provided in
Section 3.06, and (B) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided
in Section 4.07) have been delivered to the Trustee canceled or for cancellation; or 
 (ii) all such Securities of that
series not theretofore delivered to the Trustee canceled or for cancellation, 
 (A) have become due and payable, or

 (B) will, in accordance with their Scheduled Maturity Date, become due and payable within one year, or 
 (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company, 
 and, in any of the cases described in subparagraphs (A), (B), or
(C) above, the Company has irrevocably deposited or caused to be deposited with the Trustee, as trust funds in trust for the purpose, (x) an amount in money sufficient, (y) U.S. Government Obligations or Equivalent Government
Securities which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money sufficient, or (z) a combination of (x) and
(y) sufficient, in the opinion with respect to (y) and (z) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire
indebtedness on such Securities with respect to principal, premium, if any, and interest, if any, to the date of such deposit (in the case of 

  

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Securities which have become due and payable), or to the Scheduled Maturity Date or Redemption Date, as the case may be; provided, however, that if
such U.S. Government Obligations or Equivalent Government Securities are callable or redeemable at the option of the issuer thereof, the amount of such money, U.S. Government Obligations, and Equivalent Government Securities deposited with the
Trustee must be sufficient to pay and discharge the entire indebtedness referred to above if such issuer elects to exercise such call or redemption provisions at any time prior to the Scheduled Maturity Date or Redemption Date, as the case may be.
The Company, but not the Trustee, shall be responsible for monitoring any such call or redemption provision; and 
 (b) the Company has paid
or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such series; and 
 (c) the Company
has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such
series have been complied with. 
 Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities,
the obligations of the Company under paragraph (a) of this Section 4.01 and its obligations to the Trustee with respect to that series under Section 6.07 shall survive, and the obligations of the Trustee under Sections 4.05, 4.07 and
10.03 shall survive. 
 Section 4.02 Discharge and Defeasance. The provisions of this Section 4.02 and Section 4.04 (insofar
as relating to this Section 4.02) shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution or indenture supplemental hereto provided pursuant to Section 3.01. In addition to discharge of
this Indenture pursuant to Section 4.01, in the case of any series of Securities with respect to which the exact amount described in subparagraph (a) of Section 4.04 can be determined at the time of making the deposit referred to in
such subparagraph (a), the Company shall be deemed to have paid and discharged the entire indebtedness on all the Securities of such a series as provided in this Section 4.02 on and after the date the conditions set forth in Section 4.04
are satisfied, and the provisions of this Indenture with respect to the Securities of such series shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series,
(ii) substitution of mutilated, destroyed, lost or stolen Securities of such series, (iii) rights of Holders of Securities of such series to receive, solely from the trust fund described in subparagraph (a) of Section 4.04,
payments of principal thereof, premium, if any, and interest, if any, thereon upon the original stated due dates or upon the Redemption Dates therefor (but not upon acceleration), and remaining rights of the Holders of Securities of such series to
receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) this Section 4.02, Section 4.07, Section 10.02 and Section 10.03 and (vi) the
rights of the Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them) (hereinafter called 
  

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“Defeasance”), and the Trustee at the cost and expense of the Company, shall execute proper instruments acknowledging the same. 

Section 4.03 Covenant Defeasance. The provisions of this Section 4.03 and Section 4.04 (insofar as relating to this
Section 4.03) shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution or indenture supplemental hereto provided pursuant to Section 3.01. In the case of any series of Securities with
respect to which the exact amount described in subparagraph (a) of Section 4.04 can be determined at the time of making the deposit referred to in such subparagraph (a), (i) the Company shall be released from its obligations under any
covenants specified in or pursuant to Section 3.01 as being subject to Covenant Defeasance with respect to such series (except as to (a) rights of registration of transfer and exchange of Securities of such series and rights under
Section 4.07, Section 10.02 and Section 10.03, (b) substitution of mutilated, destroyed, lost or stolen Securities of such series, (c) rights of Holders of Securities of such series to receive, from the Company pursuant to
Section 10.01, payments of principal thereof and interest, if any, thereon upon the original stated due dates or upon the Redemption Dates therefor (but not upon acceleration), and remaining rights of the Holders of Securities of such series to
receive mandatory sinking fund payments, if any, (d) the rights, obligations, duties and immunities of the Trustee hereunder and (e) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the
property so deposited with the Trustee payable to all or any of them), and (ii) the occurrence of any event specified in Section 5.01(d) (with respect to any of the covenants specified in or pursuant to Section 3.01 as being subject
to Covenant Defeasance with respect to such series) shall be deemed not to be or result in a default or an Event of Default, in each case with respect to the Outstanding Securities of such series as provided in this Section 4.03 on and after
the date the conditions set forth in Section 4.04 are satisfied (hereinafter called “Covenant Defeasance”), and the Trustee at the cost and expense of the Company, shall execute proper instruments acknowledging the same. For
this purpose, such Covenant Defeasance means that 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 (to the extent so specified in the case of
Section 5.01(d)), 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, but the remainder of
this Indenture and the Securities of such series shall be unaffected thereby. 
 Section 4.04 Conditions to Defeasance or Covenant
Defeasance. The following shall be the conditions to application of either Section 4.02 or Section 4.03 to the Outstanding Securities: 
 (a) with reference to Section 4.02 or Section 4.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as funds in trust, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of Securities of such series (i) money in an amount, or (ii) U.S. Government Obligations or Equivalent Government Securities which through the payment of interest and principal in respect
thereof in accordance with their terms will provide, not later than 

  

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one day before the due date of any payment, money in an amount, or (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to
(ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal (including mandatory sinking fund
payments) of, premium, if any, and interest on, the Outstanding Securities of such series on the dates such installments of interest, premium or principal are due, including upon redemption; provided, however, that if such U.S. Government
Obligations and Equivalent Government Securities are callable or redeemable at the option of the issuer thereof, the amount of such money, U.S. Government Obligations, and/or Equivalent Government Securities deposited with the Trustee must be
sufficient to pay and discharge the entire indebtedness referred to above if the issuer of any such U.S. Government Obligations or Equivalent Government Securities elects to exercise such call or redemption provisions at any time prior to the
Scheduled Maturity Date or Redemption Date of such Securities, as the case may be. The Company, but not the Trustee, shall be responsible for monitoring any such call or redemption provision; 
 (b) in the case of Defeasance under Section 4.02, the Company has delivered to the Trustee an Opinion of Counsel based on the fact that (x) the
Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) since the date hereof, there has been a change in the applicable United States federal income tax law, in either case to the effect that,
and such opinion shall confirm that, the Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax
on the same amount and in the same manner and at the same times, as would have been the case if such deposit, Defeasance and discharge had not occurred; 
 (c) in the case of Covenant Defeasance under Section 4.03, the Company has delivered to the Trustee an Opinion of Counsel to the effect that, and such opinion shall confirm that, the Holders of the Securities of
such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and Covenant Defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times, as
would have been the case if such deposit and Covenant Defeasance had not occurred; 
 (d) no Event of Default or event which, with notice or
lapse of time or both, would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit, after giving effect to such deposit or, in the case of a Defeasance under
Section 4.02, no Event of Default specified in Section 5.01(e) or Section 5.01(f) shall have occurred, at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the
expiration of the longest preference period applicable to the Company in respect of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period); 
  

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 (e) such Defeasance or Covenant Defeasance will not cause the Trustee to have a conflicting interest
within the meaning of the TIA, assuming all Securities of a series were in default within the meaning of the TIA; 
 (f) such Defeasance or
Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any agreement or instrument to which the Company is a party or by which it is bound; 
 (g) such Defeasance or Covenant Defeasance will not result in the trust arising from such deposit constituting an investment company within the meaning
of the Investment Company Act of 1940, as amended, unless the trust is registered under such Act or exempt from registration; 
 (h) if the
Securities of such series are to be redeemed prior to their Stated Maturity Date (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee shall have been made; and 
 (i) the Company shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to such Defeasance or Covenant Defeasance, as the case may be, have been complied with. 
 Section 4.05 Application of Trust Money; Excess Funds. All money and U.S. Government Obligations or Equivalent Government Securities (including
the proceeds thereof) deposited with the Trustee pursuant to Section 4.01 or Section 4.04 shall be held in trust and applied by it, in accordance with the provisions of this Indenture and of the series of Securities in respect of which it
was deposited, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent), as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, if any, and interest, if
any, for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law. 
 The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations or Equivalent Government Securities deposited pursuant to
Section 4.01 or Section 4.04 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 Securities. 
 Anything in this Article IV to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Governmental Obligations or Equivalent Government Securities held by it as provided in Section 4.01 or Section 4.04 which, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered 

  

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under Section 4.01 or Section 4.04, as applicable), are in excess of the amount thereof that would then be required to be deposited to effect an
equivalent satisfaction and discharge, Covenant Defeasance or Defeasance of the applicable series. 
 Section 4.06 Paying Agent to Repay
Moneys Held. Upon the satisfaction and discharge of this Indenture, all moneys then held by any Paying Agent of the Securities (other than the Trustee) shall, upon demand of the Company, be repaid to it or paid to the Trustee, and thereupon such
Paying Agent shall be released from all further liability with respect to such moneys. 
 Section 4.07 Return of Unclaimed Amounts.
Any amounts deposited with or paid to the Trustee or any Paying Agent or then held by the Company, in trust for payment of the principal of, premium, if any, or interest, if any, on the Securities and not applied but remaining unclaimed by the
Holders of such Securities for two years after the date upon which the principal of, premium, if any, or interest, if any, on such Securities, as the case may be, shall have become due and payable, shall, unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property law, be repaid to the Company by the Trustee on Company Request or (if then held by the Company) shall be discharged from such trust; and the Holder of any of such Securities shall
thereafter look only to the Company for any payment which such Holder may be entitled to collect, unless applicable escheat or abandoned or unclaimed property law designates another Person, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease. 
 ARTICLE V 
 REMEDIES 
 Section 5.01 Events of
Default. “Event of Default”, wherever used herein, means with respect to any series of Securities any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or
be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), unless such event is either inapplicable to a particular series or it is
specifically deleted or modified in the manner contemplated by Section 3.01: 
 (a) default in the payment of any interest on any
Security of such series when it becomes due and payable, and continuance of such default for a period of 30 days; or 
 (b) default in the
payment of the principal amount of (or premium, if any, on) any Security of such series as and when the same shall become due, either at Maturity, upon redemption, by declaration, or otherwise; or 
 (c) default in the payment of any sinking or purchase fund or analogous obligation when the same becomes due by the terms of the Securities of such
series and continuance of such default for a period of 30 days; or 
  

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 (d) default in the performance or breach of any covenant or warranty of the Company in this Indenture in
respect of the Securities of such series (other than a covenant or warranty in respect of the Securities of such series a default in the performance of which or the breach of which is elsewhere in this Section 5.01 specifically dealt with), and
continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least a majority of the principal amount
of the Outstanding Securities of such series, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or 
 (e) the entry of an order for relief against the Company under the Federal Bankruptcy Code by a court of competent jurisdiction or a decree or order by a
court of competent jurisdiction adjudging the Company bankrupt or insolvent under any other applicable Federal or State law, or the entry of a decree or order approving as properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company under the Federal Bankruptcy Code or any other applicable Federal or State law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any
substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or 
 (f) the consent by the Company to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or
consent seeking reorganization or relief under the Federal Bankruptcy Code or any other applicable Federal or State law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as
they become due, or the taking of corporate action by the Company in furtherance of any such action; or 
 (g) any other Event of Default
provided for with respect to the Securities of such series in accordance with Section 3.01. 
 A default under any indebtedness of the
Company other than the Securities will not constitute an Event of Default under this Indenture, and a default under one series of Securities will not constitute a default under any other series of Securities. 
 Section 5.02 Acceleration of Maturity; Rescission, and Annulment. If any Event of Default described in Section 5.01 above (other than Event
of Default described in Section 5.01(e) and Section 5.01(f)) shall have occurred and be continuing with respect to any series of Securities, then and in each and every such case, unless the principal of all the Securities of such series
shall have already become due and payable, either the Trustee or the Holders of not less than a majority in aggregate principal amount of the Securities of such series then Outstanding hereunder, by notice in writing to the Company (and to the
Trustee if given by Holders), may declare the principal amount (or, if the Securities of such 
  

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series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all the Securities of
such series and any and all accrued interest thereon to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, any provision of this Indenture or the Securities of such series to
the contrary notwithstanding. If an Event of Default specified in Section 5.01(e) or Section 5.01(f) occurs, the principal amount of the Securities of such series and any and all accrued interest thereon shall immediately become and be due
and payable without any declaration or other act on the part of the Trustee or any Holder. No declaration of acceleration by the Trustee with respect to any series of Securities shall constitute a declaration of acceleration by the Trustee with
respect to any other series of Securities, and no declaration of acceleration by the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of any series shall constitute a declaration of acceleration or other
action by any of the Holders of any other series of Securities, in each case whether or not the Event of Default on which such declaration is based shall have occurred and be continuing with respect to more than one series of Securities, and whether
or not any Holders of the Securities of any such affected series shall also be Holders of Securities of any other such affected series. 
 At
any time after such a declaration of acceleration has been made with respect to the Securities of any series and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the
Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of such series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if all Events of Default
with respect to such series of Securities, other than the nonpayment of the principal of the Securities of such series which have become due solely by such acceleration, have been cured or waived as provided in Section 5.13, if such cure or
waiver does not conflict with any judgment or decree set forth in Section 5.01(e) and Section 5.01(f) and if all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel have been paid. 
 No such rescission shall affect any subsequent default or impair any right consequent
thereon. 
 Section 5.03 Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: 

(a) default is made in the payment of any installment of interest on any Security of any series when such interest becomes due and payable, or

 (b) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, or 
 (c) default is made in the payment of any sinking or purchase fund or analogous obligation when the same becomes due by the terms of the Securities of
any series, and 
  

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 (d) any such default continues for any period of grace provided in relation to such default pursuant to
Section 5.01, then, with respect to the Securities of such series, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holder of any such Security (or the Holders of any such series in the case of clause
(c) above), the whole amount then due and payable on any such Security (or on the Securities of any such series in the case of clause (c) above) for principal (and premium, if any) and interest, if any, with interest (to the extent that
payment of such interest shall be legally enforceable) upon the overdue principal (and premium, if any) and upon overdue installments of interest, if any, at such rate or rates as may be prescribed therefor by the terms of any such Security (or of
Securities of any such series in the case of clause (c) above); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 6.07. 
 If the Company fails to
pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or
final decree, and may enforce the same against the Company or any other obligor upon the Securities of such series and collect the money adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other
obligor upon such Securities, wherever situated. 
 If an Event of Default with respect to any series of Securities occurs and is continuing,
the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such
rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 
 Section 5.04 Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition, or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the
principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall
be entitled and empowered, by intervention in such proceedings or otherwise, 
 (a) to file and prove a claim for the whole amount of
principal (or, with respect to Original Discount Securities, such portion of the principal amount as may be specified in the terms of such Securities), premium, if any, and interest, if any, owing and unpaid in respect of the Securities, and to file
such other papers or documents as may be necessary and 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 

  

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and counsel, and all other amounts due the Trustee under Section 6.07) and of the Securityholders allowed in such judicial proceedings, and 

(b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver,
assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Securityholder 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 Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee and its agent and counsel, and any other amounts due the Trustee under
Section 6.07. 
 Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any
such proceeding. 
 Section 5.05 Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under
this Indenture or the Securities of any series may be prosecuted and enforced by the Trustee without the possession of any of the Securities of such series or the production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee and
its agents and counsel, be for the ratable benefit of the Holders of the Securities of the series in respect of which such judgment has been recovered. 
 Section 5.06 Application of Money Collected. Any money collected by the Trustee with respect to a series of Securities pursuant to this Article V shall be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such money on account of principal, premium, if any, or interest, if any, upon presentation of the Securities of such series and the notation thereon of the payment, if only partially paid,
and upon surrender thereof, if fully paid: 
 First: To the payment of all amounts due the Trustee under Section 6.07. 
 Second: To the payment of the amounts then due and unpaid upon the Securities of that series for principal, premium, if any, interest, if any, and
additional amounts, if any, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind. 
 Section 5.07 Limitation on Suits. No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless 
  

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 (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with
respect to Securities of such series; 
 (b) the Holders of not less than a majority in principal amount of the Outstanding Securities of
such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 
 (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; 
 (d) the Trustee for 60 days after its receipt of such notice, request, and offer of indemnity has failed to institute any such proceeding; and

 (e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the Outstanding Securities of such series; it being understood and intended that no one or more Holders of Securities of such series shall have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities of such series, or to obtain or to seek to obtain priority or preference over any other such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and proportionate benefit of all the Holders of all Securities of such series. 
 Section 5.08 Unconditional Right of Securityholders to Receive Principal, Premium, and Interest. Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal, premium, if any, and (subject to Section 3.07) interest, if any, (and additional amounts, if any) on such Security on or after the respective payment dates expressed in such Security (or, in
the case of redemption or repayment, on the Redemption Date or Repayment Date, as the case may be) and to institute suit for the enforcement of any such payment on or after such respective date, and such right shall not be impaired or affected
without the consent of such Holder. 
 Section 5.09 Restoration of Rights and Remedies. If the Trustee or any Securityholder has
instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, then and in every such case the Company, the Trustee and the Securityholders shall, subject to any
determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Securityholders shall continue as though no such proceeding had been
instituted. 
 Section 5.10 Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Trustee or to
the Securityholders is intended to be exclusive of any other right or remedy, and every right or remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given 
  

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hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate right or remedy. 
 Section 5.11 Delay or Omission Not
Waiver. No delay or omission of the Trustee or of any Holder of any Security to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article V or by law to the Trustee or to the Securityholders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Securityholders, as the
case may be. 
 Section 5.12 Control by Securityholders. The Holders of a majority in principal amount of the Outstanding Securities
of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Securities of such series,
provided that, 
 (a) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel,
determines that the action so directed may not lawfully be taken or would conflict with this Indenture or if the Trustee in good faith shall, by a Responsible Officer, determine that the proceedings so directed would involve it in personal liability
or be unjustly prejudicial to the Holders not taking part in such direction, and 
 (b) the Trustee may take any other action deemed proper
by the Trustee which is not inconsistent with such direction. 
 Section 5.13 Waiver of Past Defaults. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may, on behalf of the Holders of all the Securities of such series, waive any past default hereunder with respect to such series and its consequences, except a default not
theretofore cured: 
 (a) in the payment of principal, premium, if any, or interest, if any, on any Security of such series, or in the
payment of any sinking or purchase fund or analogous obligation with respect to the Securities of such series, or 
 (b) in respect of a
covenant or provision in this Indenture which, under Article IX, cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series. 
 Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 
  

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 Section 5.14 Undertaking for Costs. All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party
litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.14 shall not apply to any suit instituted by the Trustee, to any suit instituted
by any Securityholder or group of Securityholders holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any series to which the suit relates, or to any suit instituted by any Securityholder for the enforcement
of the payment of principal, premium, if any, or interest, if any, on any Security on or after the respective payment dates expressed in such Security (or, in the case of redemption or repayment, on or after the Redemption Date or Repayment Date).

 Section 5.15 Waiver of Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law (other than any bankruptcy law) wherever enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 
 ARTICLE VI 
 THE TRUSTEE 
 Section 6.01 Certain Duties and Responsibilities of Trustee. 
 (a) Except during the continuance of
an Event of Default with respect to any series of Securities, 
 (i) the Trustee undertakes to perform such duties and only
such duties as are specifically set forth in this Indenture with respect to the Securities of such series, 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, with respect to Securities of such series, conclusively rely upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the
Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. 
  

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 (b) In case an Event of Default with respect to any series of Securities has occurred and is continuing,
the Trustee shall exercise, with respect to the Securities of such series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs. 
 (c) No provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that 
 (i)
this Subsection shall not be construed to limit the effect of Subsection (a) of this Section 6.01; 
 (ii) the
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; 
 (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of not less than a majority in principal amount of the Outstanding Securities of any series relating to the time, method, and place of conducting any proceeding for any remedy available to the Trustee with respect to the
Securities of such series, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and 
 (iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it. 
 (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.01. 
 Section
6.02 Notice of Defaults. Within 90 days after the occurrence of any default hereunder with respect to Securities of any series, the Trustee shall transmit by mail to all Securityholders of such series, as their names and addresses appear in
the Security Register, notice of such default hereunder known to the Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal, premium, if any, or
interest, if any, on any Security of such series or in the payment of any sinking or purchase fund installment or analogous obligation with respect to Securities of such series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determines 
  

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that the withholding of such notice is in the interests of the Securityholders of such series; and provided, further, that, in the case of any default of the
character specified in Section 5.01(d) with respect to Securities of such series, no such notice to Securityholders of such series shall be given until at least 60 days after the occurrence thereof. For the purpose of this Section 6.02,
the term “default”, with respect to Securities of any series, means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series. 
 Section 6.03 Certain Rights of Trustee. Except as otherwise provided in Section 6.01 above: 
 (a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; 
 (b) any request, direction or order of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; 
 (c) whenever in the administration of this
Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith
on its part, conclusively rely upon an Officers’ Certificate; 
 (d) the Trustee may consult with counsel of its selection, and the
advice of such counsel or any written opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 
 (e) 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 Securityholders pursuant to this Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request
or direction; 
 (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; 
  

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 (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; 
 Section 6.04 Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except the certificates
of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The
Trustee shall not be accountable for the use or application by the Company of Securities or the proceeds thereof. 
 Section 6.05 May Hold
Securities. The Trustee or any Paying Agent, Security Registrar, or other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.08 and 6.13, may otherwise deal
with the Company with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar, or such other agent. 
 Section
6.06 Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed with the Company. 
 Section 6.07 Compensation and Reimbursement. The Company covenants and agrees

 (a) to pay the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it
hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 
 (b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture
(including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and 
 (c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers
or duties hereunder. 
 Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses
or renders services in connection with an Event of 

  

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Default specified in Section 5.01(e) and Section 5.01(f) above, such expenses (including the reasonable charges and expenses of its counsel) and
compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency, reorganization, or other similar law. 
 The Trustee shall have a lien prior to the Securities upon all property and funds held or collected by it as such for any amount owing to it or any
predecessor Trustee pursuant to this Section 6.07, except with respect to funds held in trust for the benefit of the Holders of particular Securities. 
 The provisions of this Section 6.07 shall survive the satisfaction and discharge of this Indenture. 
 Section 6.08 Disqualification; Conflicting Interests. If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, it shall either eliminate such interest or resign as Trustee with
respect to one or more series of Securities, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series. 
 Section 6.09
Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder with respect to each series of Securities that shall be a corporation organized and doing business under the laws of the United States of America or of
any State thereof or of the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by Federal or State authority.
If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 6.09, the combined capital and surplus of
such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to any series of Securities shall cease to be eligible in accordance
with the provisions of this Section 6.09, it shall resign immediately in the manner and with the effect hereinafter specified in this Article VI. Neither the Company nor any person directly or indirectly controlling, controlled by or under
common control with the Company shall serve as Trustee hereunder. 
 Section 6.10 Resignation and Removal; Appointment of Successor.
(a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article VI shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11. 
 (b) The Trustee may resign with respect to any one or more series of Securities at any time by giving at least 60 days’ written notice thereof to
the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee 

  

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may petition any court of competent jurisdiction for the appointment of a successor Trustee. 
 (c) The Trustee may be removed with respect to any series of Securities at any time by Act of the Holders of 66  2/3% in principal amount of the Outstanding Securities of that series,
delivered to the Trustee and to the Company. 
 (d) If at any time: 
 (i) the Trustee shall fail to comply with Section 6.08 above with respect to any series of Securities after written request therefor
by the Company or by any Securityholder who has been a bona fide Holder of a Security of that series for at least 6 months, or 
 (ii) the Trustee shall cease to be eligible under Section 6.09 above with respect to any series of Securities and shall fail to resign after written request therefor by the Company or by any such Securityholder, or 
 (iii) the Trustee shall become incapable of acting with respect to any series of Securities, or 
 (iv) the Trustee shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any
public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, 
 then, in any such case, (A) the Company may remove the Trustee with respect to the series or, in the case of clause (iv), with respect to all series, or (B) subject to Section 5.14, any Securityholder who has been a bona fide
Holder of a Security of such series for at least 6 months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee with
respect to the series or, in the case of clause (iv), with respect to all series. 
 (e) If the Trustee shall resign, be
removed or become incapable of acting with respect to any series of Securities, or if a vacancy shall occur in the office of Trustee with respect to any series of Securities for any cause, the Company shall promptly appoint a successor Trustee for
that series of Securities. If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities shall be appointed by Act of the Holders of 66  2/3% in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee with respect to such series and supersede the successor Trustee appointed by
the Company with respect to such series. If no successor Trustee with respect to such series shall have been so appointed by the Company or the Securityholders of such series and accepted appointment in the manner hereinafter provided, any
Securityholder who has been a bona fide Holder of a Security of that series 

  

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for at least 6 months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to such series. 
 (f) The Company shall give notice of each resignation and each removal of the Trustee with
respect to any series and each appointment of a successor Trustee with respect to any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities of that series as their names and addresses
appear in the Security Register. Each notice shall include the name of the successor Trustee and the address of its principal Corporate Trust Office. 
 Section 6.11 Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder with respect to all series of Securities shall execute, acknowledge and deliver to the Company and to the
predecessor Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the predecessor Trustee shall become effective, and such successor Trustee, without any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the predecessor Trustee with respect to any such series; but, on request of the Company or the successor Trustee, such predecessor Trustee shall, upon payment of its reasonable charges, if any,
execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the predecessor Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such
predecessor Trustee hereunder. 
 In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more
(but not all) series, the Company, the predecessor Trustee and each successor Trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which (1) shall contain such provisions as
shall be deemed necessary or desirable to transfer and to conform to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Securities of any series as to which the
appointment of such successor Trustee relates, (2) if the predecessor Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts
and duties of the predecessor Trustee with respect to the Securities of any series as to which the predecessor Trustee is not being succeeded shall continue to be vested in the predecessor Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such
Trustees co-trustees of the same trust and that each such Trustee shall be Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; and, on request of the Company or any successor Trustee, such retiring


  

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Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the
Securities of that or those series to which the appointment of such successor Trustee relates. 
 Upon request of any such successor Trustee,
the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.

 No successor Trustee with respect to any series of Securities shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be qualified and eligible with respect to that series under this Article VI. 
 Section 6.12 Merger, Conversion,
Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall
be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that such corporation shall be otherwise qualified and eligible under
this Article VI, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor Trustee
by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. 

Section 6.13 Preferential Collection of Claims Against Company. If and when the Trustee shall be or shall become a creditor of the Company (or
of any other obligor upon the Securities), excluding any creditor relationship listed in Section 311(b) of the TIA, the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company
(or against any such other obligor, as the case may be). 
 Section 6.14 Appointment of Authenticating Agent. At any time when any of
the Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder. 
 Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee 

  

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by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the
Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority,
then for the purposes of this Section 6.14, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.14. 
 Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent,
provided such corporation shall be otherwise eligible under this Section 6.14, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. 
 An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and, if other than the Company, to the Company. The
Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and, if other than the Company, to the Company. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.14, the Trustee, with the approval of the Company, may appoint a successor Authenticating Agent which
shall be acceptable to the Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and
addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally
named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.14. 
 The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.14. 
 If an appointment with respect to one or more series is made pursuant to this Section 6.14, the Securities of such series may have endorsed thereon,
in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form: 
  

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

			
	                                       
         , as Trustee



					
			
	By:	 	 	 	, as
		 	Authenticating Agent	 	
			
	By:	 	 	 	
		 	Authorized Signatory	 	


 ARTICLE VII 
 SECURITYHOLDERS’ LISTS AND 
 REPORTS BY TRUSTEE AND COMPANY

 Section 7.01 Company to Furnish Trustee Names and Addresses of Securityholders. The Company will furnish or cause to be
furnished to the Trustee: 
 (a) semiannually, not more than 15 days after January 1 and July 1 in each year, in such form as the
Trustee may reasonably require, a list of the names and addresses of the Holders of Securities of each series as of such date, and 
 (b) at
such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished, 

provided that if the Trustee shall be the Security Registrar for such series, the lists referred to in clauses (a) and (b) shall not be required to be
furnished. 
 Section 7.02 Preservation of Information; Communications to Securityholders. (a) The Trustee shall preserve, in as
current a form as is reasonably practicable, the names and addresses of Holders of Securities contained in the most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders of Securities received
by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished. 
 (b) If three or more Holders of Securities of any series (hereinafter referred to as “applicants”) apply in writing to the Trustee, and
furnish to the Trustee reasonable proof that each such applicant has owned a Security of such series for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate
with other Holders of Securities of such series or with the Holders of all Securities with respect to their rights under this Indenture or under such Securities and is accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, at its election, either: 
  

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 (i) afford such applicants access to the information preserved at the time by the Trustee
in accordance with Section 7.02(a), or 
 (ii) inform such applicants as to the approximate number of Holders of
Securities of such series or all Securities, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee in accordance with Section 7.02(a), and as to the approximate cost of mailing to such
Securityholders the form of proxy or other communication, if any, specified in such application. 
 If the Trustee shall elect not to afford such applicants
access to such information, the Trustee shall, upon the written request of such applicants, mail to each Holder of a Security of such series or to all Securityholders, as the case may be, whose names and addresses appear in the information preserved
at the time by the Trustee in accordance with Section 7.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing, unless within five days after such tender, the Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a
written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the Holders of Securities of such series or all Securityholders, as the case may be, or would be in violation of applicable
law. Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections
or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Trustee
shall mail copies of such material to all Securityholders of such series or all Securityholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of
any obligation or duty to such applicants respecting their application. 
 (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Securities in accordance with
Section 7.02(b), regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 7.02(b). 
 Section 7.03 Reports by Trustee. (a) The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this
Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after each May 15
following the date of this Indenture, deliver to each Holder, as 

  

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provided in Trust Indenture Act Section 313(c), a brief report dated as of such May 15, which complies with the provisions of such
Section 313(a). 
 (b) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each
stock exchange upon which any Securities are listed, with the Commission and with the Company as required by Trust Indenture Act Section 313(d). The Company will promptly notify the Trustee when any Securities are listed on any stock exchange.

 Section 7.04 Reports by Company. The Company will: 
 (a) file with the Trustee, within 15 days after the Company files the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or, if
the Company is not required to file information, documents or reports pursuant to either of said Sections, then it will file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934 in respect of a security listed and registered on a national securities
exchange as may be prescribed from time to time in such rules and regulations; provided that any reports, information or documents described in this paragraph (a) that are filed with the Commission pursuant to its Electronic Data Gathering,
Analysis and Retrieval (or EDGAR) system shall be deemed to have been filed with the Trustee; 
 (b) file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as
may be required from time to time by such rules and regulations; and 
 (c) transmit by mail to all Securityholders, as their names and
addresses appear in the Security Register, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (a) and (b) of this
Section 7.04 as may be required by rules and regulations prescribed from time to time by the Commission. 
 ARTICLE VIII

 CONSOLIDATION, MERGER, 
 CONVEYANCE OR TRANSFER 
 Section 8.01 Company May Consolidate, etc., Only on Certain Terms. The Company shall not
consolidate with or merge into any other corporation or convey or transfer all or substantially all of its properties and assets to any Person, unless: 
  

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 (a) either the Company shall be the continuing corporation, or the corporation formed by such
consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all or substantially all of the properties and assets of the Company shall be a corporation organized and existing under the laws of the United
States of America or any State or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal,
premium, if any, and interest, if any, on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; 
 (b) immediately after giving effect to such transaction, no Event of Default, or event which, after notice or lapse of time, or both, would become an
Event of Default, shall have occurred and be continuing; and 
 (c) the Company has delivered to the Trustee an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, conveyance or transfer and any assumption permitted or required by this Article VIII complies with the provisions of this Article VIII. 
 Section 8.02 Successor Corporation Substituted. Upon any consolidation or merger, or any conveyance or transfer of all or substantially all of the
properties and assets of the Company in accordance with Section 8.01, the successor corporation formed by such consolidation or into which the Company is merged or the Person to which such conveyance or transfer is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named as the Company herein and the Company shall thereupon be released from all obligations
hereunder and under the Securities. Such successor corporation thereupon may cause to be signed and may issue any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee;
and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall
have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the
Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued
at the date of the execution hereof. 
 In case of any such consolidation, merger, sale or conveyance, such changes in phraseology and form
(but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. 
  

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 ARTICLE IX 
 SUPPLEMENTAL INDENTURES 
 Section 9.01 Supplemental Indentures Without Consent of
Securityholders. Without the consent of the Holders of any Securities, the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as
in force at the date of execution thereof), in form satisfactory to the Trustee, for any of the following purposes: 
 (a) to evidence the
succession of another corporation to the Company, or successive successions, and the assumption by any such successor of the covenants, agreements and obligations of the Company pursuant to Article VIII; or 
 (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of the Securities of any
or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender
of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or

 (c) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in
any supplemental indenture, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respect; or

 (d) to add to this Indenture such provisions as may be expressly permitted by the TIA, excluding, however, the provisions referred to in
Section 316(a)(2) of the TIA as in effect at the date as of which this instrument is executed or any corresponding provision in any similar federal statute hereafter enacted; or 
 (e) to add guarantors or co-obligors with respect to any series of Securities; or 
 (f) to secure any series of Securities; or 
 (g) to establish any form of Security, as provided in Article II, and to provide for the issuance of any series of Securities, as provided in Article III, and to set forth the terms thereof, and/or to add to the rights of the Holders of the
Securities of any series; or 
 (h) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee
hereunder with respect to one or more series of Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee,
pursuant to Section 6.11; or 
  

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 (i) to add any additional Events of Default in respect of the Securities of any or all series (and if
such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or 
 (j) to comply with the requirements of the Commission in connection with the qualification of this Indenture under the TIA; or 
 (k) to make any change in any series of Securities that does not adversely affect in any material respect the interests of the Holders of such
Securities. 
 Section 9.02 Supplemental Indentures With Consent of Securityholders. With the consent of the Holders of not less than
a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture or indentures, the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each
such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: 
 (a) change the Scheduled Maturity Date or the stated payment date of any payment of premium or interest payable on any Security, or reduce the principal
amount thereof, or any amount of interest or premium payable thereon, or 
 (b) change the method of computing the amount of principal of any
Security or any interest payable thereon on any date, or change the coin or currency in which any Security or any payment of premium or interest thereon is payable, or 
 (c) impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case of redemption
or repayment, on or after the Redemption Date or the Repayment Date, as the case may be; or 
 (d) change or waive the redemption or
repayment provisions of any series; or 
 (e) reduce the percentage in principal amount of the Outstanding Securities of any series, the
consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences,
provided for in this Indenture; or 
 (f) modify any of the provisions of this Section 9.02 or Section 5.13, except to increase any
such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to
require the consent of any Holder with respect to changes in the references to “the Trustee” 

  

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and concomitant changes in this Section 9.02, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or

 (g) adversely affect the ranking or priority of any series; or 
 (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with
the terms of this Indenture; or 
 (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or
Section 5.01(c) with respect to such Security. 
 A supplemental indenture that changes or eliminates any covenant or other provision of
this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be
deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 
 It shall not be necessary for the
consent of the Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent approves the substance thereof. 
 Section 9.03 Execution of Supplemental Indentures. The Trustee shall sign any supplemental indenture authorized pursuant to this Article IX
unless such supplemental indenture affects the Trustee’s own rights, powers, trusts, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such
supplemental indenture. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate stating that the execution of such supplemental indenture is authorized or permitted by this Indenture.

 Section 9.04 Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article IX, this
Indenture shall be and be deemed to be modified and amended in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and the respective rights, limitation of rights, duties, powers, trusts and
immunities under this Indenture of the Trustee, the Company, and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be determined, exercised and enforced thereunder to the extent provided therein.

 Section 9.05 Conformity With Trust Indenture Act. Every supplemental indenture executed pursuant to this Article IX shall conform
to the requirements of the TIA as then in effect. 
  

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 Section 9.06 Reference in Securities to Supplemental Indentures. Securities of any series
authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Securities so modified as to conform, in the opinion of the Trustee and the Company, to any modification of this Indenture contained in any such supplemental indenture may be prepared and executed by
the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities. 
 ARTICLE X 
 COVENANTS 
 Section 10.01 Payment of
Principal, Premium and Interest. With respect to each series of Securities, the Company will duly and punctually pay or cause to be paid the principal, premium, if any, and interest, if any, on such Securities in accordance with their terms and
this Indenture, and will duly comply with all the other terms, agreements and conditions contained in this Indenture for the benefit of the Securities of such series. 
 Section 10.02 Maintenance of Office or Agency. So long as any of the Securities remain outstanding, the Company will maintain an office or agency in each Place of Payment where Securities may be presented or
surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and of any change in the location, of such office or agency. If at any time the Company shall fail to maintain such office or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. 

Section 10.03 Money or Security Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent for any series of
Securities, it will, on or before each due date of the principal, premium, if any, or interest, if any, on any of the Securities of such series, segregate and hold in trust for the benefit of the Holders of the Securities of such series a sum
sufficient to pay such principal, premium, or interest so becoming due until such sums shall be paid to such Holders of such Securities or otherwise disposed of as herein provided, and will promptly notify the Trustee of its action. 
 Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, on or prior to each due date of the principal, premium,
if any, or interest, if any, on any Securities of such series, deposit with a Paying Agent a sum sufficient to pay such principal, premium, or interest so becoming due, such sum to be held in trust for the benefit of the Holders of the Securities
entitled to the same and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action. 
  

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 The Company will cause each Paying Agent other than the Trustee for any series of Securities to execute
and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 10.03, that such Paying Agent will 
 (a) hold all sums held by it for the payment of principal, premium, if any, or interest, if any, on Securities of such series in trust for the benefit of
the Holders of the Securities entitled thereto until such sums shall be paid to such Holders of such Securities or otherwise disposed of as herein provided; 
 (b) give the Trustee notice of any default by the Company (or any other obligor upon Securities of such series) in the making of any such payment of principal, premium, if any, or interest, if any, on the Securities
of such series; and 
 (c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to
the Trustee all sums so held in trust by such Paying Agent. 
 The Company may, at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture with respect to any series of Securities or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent in respect of each
and every series of Securities as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Company in respect of all Securities, such sums to be held by the Trustee upon the same trusts as those
upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 
 Section 10.04 Certificate to Trustee. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company
(beginning in 2009), an Officers’ Certificate, one of whose signatories shall be the Company’s principal executive, accounting or financial officer, stating that in the course of the performance by the signers of their duties as officers
of the Company they would normally have knowledge of any default by the Company in the performance of any of its covenants, conditions or agreements contained herein (without regard to any period of grace or requirement of notice provided
hereunder), stating whether or not they have knowledge of any such default and, if so, specifying each such default of which the signers have knowledge and the nature thereof. 
 Section 10.05 Corporate Existence. Subject to Article VIII, 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 XI 
 REDEMPTION OF SECURITIES 
 Section 11.01 Applicability of Article. The Company may reserve the
right to redeem and pay before the Scheduled Maturity Date all or any part of the Securities of any series, either by optional redemption, sinking or purchase fund or analogous obligation or otherwise, by provision therefor in the form of Security
for such series established and approved pursuant to Section 2.02 and 2.03 or as otherwise provided in Section 3.01, and on such terms as are specified in such form or in the indenture supplemental hereto with respect to Securities of such
series as provided in Section 3.01. Redemption of Securities of any series shall be made in accordance with the terms of such Securities and, to the extent that this Article XI does not conflict with such terms, the succeeding Sections of this
Article XI. 
 Section 11.02 Election to Redeem; Notice to Trustee. In case of any redemption at the election of the Company, the
Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee) notify the Trustee of such Redemption Date and of the principal amount of Securities of such series to
be redeemed. In the case of any redemption of Securities (a) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, or (b) pursuant to an election of the
Company which is subject to a condition specified in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction or condition.

 Section 11.03 Selection by Trustee of Securities to be Redeemed. If fewer than all the Securities of any series are to be redeemed,
the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall
deem fair and appropriate, which may include provision for the selection for redemption of portions of the principal of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that series. Unless
otherwise provided in the terms of a particular series of Securities, the portions of the principal of Securities so selected for partial redemption shall be equal to the minimum authorized denomination of the Securities of such series, or an
integral multiple thereof, and the principal amount which remains outstanding shall not be less than the minimum authorized denomination for Securities of such series. 
 The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Security selected for partial redemption, the principal amount thereof to be redeemed.

 For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall
relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal of such Security which has been or is to be redeemed. 
  

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 Section 11.04 Notice of Redemption. Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not fewer than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his or her address appearing in the Security Register on the applicable Record Date. 
 All notices of redemption shall state: 
 (1) the Redemption Date; 
 (2) the Redemption Price, or if not then ascertainable, the manner
of calculation thereof; 
 (3) if fewer than all Outstanding Securities of any series are to be redeemed, the identification
(and, in the case of partial redemption, the respective principal amounts) of the Securities to be redeemed, from the Holder to whom the notice is given and that on and after the date fixed for redemption, upon surrender of such Security, a new
Security or Securities of the same series in the aggregate principal amount equal to the unredeemed portion thereof will be issued in accordance with Section 11.07; 
 (4) that on the Redemption Date the Redemption Price will become due and payable upon each such Security, and that interest, if any,
thereon shall cease to accrue from and after said date; 
 (5) the place where such Securities are to be surrendered for
payment of the Redemption Price, which shall be the office or agency maintained by the Company in the Place of Payment pursuant to Section 10.02; and 
 (6) that the redemption is on account of a sinking or purchase fund, or other analogous obligation, if that be the case. 
 Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.

 Section 11.05 Deposit of Redemption Price. On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of all the Securities which are to be redeemed on that date.

 Section 11.06 Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified and from and after such date (unless the Company shall default in the payment of the Redemption Price) such Securities shall cease to bear
interest. Upon surrender of such Securities for redemption in accordance with the notice, such Securities shall be paid by the Company at 
  

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the Redemption Price. Any installment of interest due and payable on or prior to the Redemption Date shall be payable to the Holders of such Securities
registered as such on the relevant Record Date according to the terms and the provisions of Section 3.07 above; unless, with respect to an Interest Payment Date that falls on a Redemption Date, such Securities provide that interest due on such
date is to be paid to the Person to whom principal is payable. 
 If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Security, or as otherwise provided in such Security. 
 Section 11.07 Securities Redeemed in Part. Any Security that is to be redeemed only in part shall be surrendered at the office or agency
maintained by the Company in the Place of Payment pursuant to Section 10.02 with respect to that series (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security without service charge and at the
expense of the Company, a new Security or Securities of the same series, tenor, terms and Scheduled Maturity Date, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered. 
 Section 11.08 Provisions with Respect to any Sinking Funds. Unless the
form or terms of any series of Securities shall provide otherwise, in lieu of making all or any part of any mandatory sinking fund payment with respect to such series of Securities in cash, the Company may at its option (a) deliver to the
Trustee for cancellation any Securities of such series theretofore acquired by the Company, or (b) receive credit for any Securities of such series (not previously so credited) acquired or redeemed by the Company (other than through operation
of a mandatory sinking fund) and theretofore delivered to the Trustee for cancellation, and if it does so then (i) Securities so delivered or credited shall be credited at the applicable sinking fund Redemption Price with respect to Securities
of such series, and (ii) on or before the 60th day next preceding each sinking fund Redemption Date with respect to such series of Securities, the Company will deliver to the Trustee (A) an Officers’ Certificate specifying the
portions of such sinking fund payment to be satisfied by payment of cash and by the delivery or credit of Securities of such series acquired or redeemed by the Company, and (B) such Securities, to the extent not previously surrendered. Such
Officers’ Certificate shall also state the basis for any such credit and that the Securities for which the Company elects to receive credit have not been previously so credited and were not acquired by the Company through operation of the
mandatory sinking fund, if any, provided with respect to such Securities and shall also state that no Event of Default with respect to Securities of such series has occurred and is continuing. All Securities so delivered to the Trustee shall be
canceled by the Trustee and no Securities shall be authenticated in lieu thereof. 
  

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 If the sinking fund payment or payments (mandatory or optional) with respect to any series of Securities
made in cash plus any unused balance of any preceding sinking fund payments with respect to Securities of such series made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request), unless otherwise provided by the terms of such
series of Securities, that cash shall be applied by the Trustee on the sinking fund Redemption Date with respect to Securities of such series next following the date of such payment to the redemption of Securities of such series at the applicable
sinking fund Redemption Price with respect to Securities of such series, together with accrued interest, if any, to the date fixed for redemption, with the effect provided in Section 11.06. The Trustee shall select, in the manner provided in
Section 11.03, for redemption on such sinking fund Redemption Date a sufficient principal amount of Securities of such series to utilize that cash and shall thereupon cause notice of redemption of the Securities of such series for the sinking
fund to be given in the manner provided in Section 11.04 (and with the effect provided in Section 11.06) for the redemption of Securities in part at the option of the Company. Any sinking fund moneys not so applied or allocated by the
Trustee to the redemption of Securities of such series shall be added to the next cash sinking fund payment with respect to Securities of such series received by the Trustee and, together with such payment, shall be applied in accordance with the
provisions of this Section 11.08. Any and all sinking fund moneys with respect to Securities of any series held by the Trustee at the Maturity of Securities of such series, and not held for the payment or redemption of particular Securities of
such series, shall be applied by the Trustee, together with other moneys, if necessary, to be deposited sufficient for the purpose, to the payment of the principal of the Securities of such series at Maturity. 
 On or before each sinking fund Redemption Date provided with respect to Securities of any series, the Company shall pay to the Trustee in cash a sum
equal to all accrued interest, if any, to the date fixed for redemption on Securities to be redeemed on such sinking fund Redemption Date pursuant to this Section 11.08. 
 The Trustee shall not redeem any Securities with sinking fund moneys or give any notice of redemption of Securities by operation of the applicable
sinking fund during the continuance of a default in payment of interest on Securities of such series or of any Event of Default with respect to such series, except that if the notice of redemption of any Securities shall theretofore have been mailed
in accordance with the provisions hereof, the Trustee shall redeem such Securities if cash sufficient for that purpose shall be deposited with the Trustee for that purpose in accordance with the terms of this Article XI. Except as aforesaid, any
moneys in the sinking fund with respect to Securities of any series at the time when any such default or Event of Default with respect to such series shall occur, and any moneys thereafter paid into such sinking fund shall, during the continuance of
such default or Event of Default with respect to such series, be held as security for the payment of all Securities of such series; provided, however, that in case such default or Event of Default with respect to such series shall have been cured or
waived as provided herein, such moneys shall thereafter be applied on the next sinking fund payment date on which such moneys may be applied pursuant to the provisions of this Section 11.08. 
  

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 ARTICLE XII 
 REPAYMENT AT OPTION OF HOLDERS 
 Section 12.01 Applicability of Article. Repayment of
Securities of any series before their Scheduled Maturity Date at the option of Holders thereof shall be made in accordance with the terms of such Securities and (except as otherwise specified as contemplated by Section 3.01 for Securities of
any series) in accordance with this Article XII. 
 Section 12.02 Repayment of Securities. Securities of any series subject to
repayment in whole or in part at the option of the Holders thereof will, unless otherwise provided in the terms of such Securities, be repaid at a price equal to the principal amount thereof, together with interest thereon accrued to the Repayment
Date specified in the terms of such Securities. On or before the Repayment Date, the Company will deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in
Section 10.03) an amount of money sufficient to pay the Repayment Price of all the Securities which are to be repaid on such date. 
 Section 12.03 Exercise of Option. Securities of any series subject to repayment at the option of the Holders thereof will contain an “Option to Elect Repayment” form on the reverse of such Securities. To be repaid at
the option of the Holder, any Security so providing for such repayment, with the “Option to Elect Repayment” form on the reverse of such Security duly completed by the Holder, must be received by the Company at the Place of Payment
therefor specified in the terms of such Security (or at such other place or places of which the Company shall from time to time notify the Holders of such Securities) not earlier than 30 days nor later than 15 days prior to the Repayment Date. If
less than the entire principal amount of such Security is to be repaid in accordance with the terms of such Security, the principal amount of such Security to be repaid, in increments of $1,000 unless otherwise specified in the terms of such
Security, and the denomination or denominations of the Security or Securities to be issued to the Holder for the portion of the principal amount of such Security surrendered that is not to be repaid, must be specified. The principal amount of any
Security providing for repayment at the option of the Holder thereof may not be repaid in part, if, following such repayment, the unpaid principal amount of such Security would be less than the minimum authorized denomination of Securities of the
series of which such Security to be repaid is a part. Except as otherwise may be provided by the terms of any Security providing for repayment at the option of the Holder thereof, exercise of the repayment option by the Holder shall be irrevocable
unless waived by the Company. 
 Section 12.04 When Securities Presented for Repayment Become Due and Payable. If Securities of any
series providing for repayment at the option of the Holders thereof shall have been surrendered as provided in this Article XII and as provided by the terms of such Securities, such Securities or the portions thereof, as the case may be, to be
repaid shall become due and payable and shall be paid by the Company on the Repayment Date therein specified, and on and after such Repayment Date (unless the Company shall 

  

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default in the payment of such Securities on such Repayment Date) interest on such Securities or the portions thereof, as the case may be, shall cease to
accrue. 
 Section 12.05 Securities Repaid in Part. Upon surrender of any Security which is to be repaid in part only, the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge and at the expense of the Company, a new Security or Securities of the same series, tenor, terms and Scheduled Maturity Date, of any
authorized denomination specified by the Holder, in an aggregate principal amount equal to and in exchange for the portion of the principal of such Security so surrendered which is not to be repaid. 
 ARTICLE XIII 
 SUBORDINATION OF
SUBORDINATED SECURITIES 
 Section 13.01 Agreement to Subordinate. The Company covenants and agrees, and each Holder of any
Subordinated Security issued hereunder by his acceptance thereof, whether upon original issue or upon transfer or assignment, likewise covenants and agrees, that the principal of (and premium, if any) and interest on each and all of the Subordinated
Securities issued hereunder are hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Indebtedness. 
 Section 13.02 Payment on Dissolution, Liquidation or Reorganization; Default on Senior Indebtedness. Upon any payment or distribution of assets or
securities of the Company of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy,
insolvency, receivership or other similar proceedings, or upon any assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise, all principal of (and premium, if any) and interest
(including interest accruing after the commencement of any proceeding under any bankruptcy, insolvency, reorganization, or other similar law, whether or not allowed as a claim against the Company in such proceeding) then due upon all Senior
Indebtedness shall first be paid in full, or payment thereof provided for in money or money’s worth, before the Holders of the Subordinated Securities or the Trustee on their behalf shall be entitled to receive any assets or securities (other
than shares of stock of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, junior to, or the payment of which is subordinated at least to the
extent provided in this Article XIII to the payment of, all Senior Indebtedness which may at the time be outstanding or any securities issued in respect thereof under any such plan of reorganization or readjustment) in respect of the Subordinated
Securities (for principal, premium or interest). Upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or
securities (other than as aforesaid), to which the Holders of the Subordinated Securities or the Trustee on their behalf would be entitled, except for the provisions of this Article XIII, shall be made by the Company or by any receiver, trustee in
bankruptcy, liquidating 
  

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trustee, agent or other person making such payment or distribution, directly to the holders of Senior Indebtedness or their representatives to the extent
necessary to pay all Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. In the event that, notwithstanding the foregoing, the
Trustee or the Holder of any Subordinated Security shall, under the circumstances described in the two preceding sentences, have received any payment or distribution of assets or securities of the Company of any kind or character, whether in cash,
property or securities (other than as aforesaid) before all Senior Indebtedness is paid in full or payment thereof provided for in money or money’s worth, and if such fact shall then have been made known to the Trustee or, as the case may be,
such Holder, then such payment or distribution of assets or securities of the Company shall be paid over or delivered forthwith to the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making payment or distribution of
assets or securities of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent
payment or distribution to or for the holders of Senior Indebtedness. 
 Subject to the payment in full, in money or money’s worth, of
all Senior Indebtedness, the Holders of the Subordinated Securities (together with the holders of any indebtedness of the Company which is subordinate in right of payment to the payment in full of all Senior Indebtedness and which is not subordinate
in right of payment to the Subordinated Securities) shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distribution of assets or securities of the Company applicable to Senior Indebtedness until the
principal of (and premium, if any) and interest on the Senior Indebtedness shall be paid in full. No such payments or distributions applicable to Senior Indebtedness shall, as between the Company, its creditors other than the holders of Senior
Indebtedness, and the Holders of the Subordinated Securities, be deemed to be a payment by the Company to or on account of the Subordinated Securities, it being understood that the provisions of this Article XIII are and are intended solely for the
purpose of defining the relative rights of the Holders of the Subordinated Securities, on the one hand, and the holders of Senior Indebtedness, on the other hand. Nothing contained in this Article XIII or elsewhere in this Indenture or in the
Subordinated Securities is intended to or shall impair, as between the Company and the Holders of Subordinated Securities, the obligation of the Company, which is unconditional and absolute, to pay to the Holders of the Subordinated Securities the
principal of (and premium, if any) and interest on the Subordinated Securities as and when the same shall become due and payable in accordance with their terms, or to affect (except to the extent specifically provided above in this paragraph) the
relative rights of the Holders of the Subordinated Securities and creditors of the Company other than the holders of Senior Indebtedness. Nothing contained herein shall prevent the Trustee or the Holder of any Subordinated Security from exercising
all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XIII, of the holders of Senior Indebtedness in respect of assets or securities of the Company of any kind or
character, whether cash, property or securities, received upon the exercise of any such remedy. 
  

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 Upon any payment or distribution of assets or securities of the Company referred to in this Article XIII,
the Trustee and the Holders of the Subordinated Securities shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, and upon
a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or distribution, delivered to the Trustee or to the Holders of the Subordinated Securities for the purpose of ascertaining the
persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article XIII. 
 If: 
 (i) there shall have occurred a default in the payment on account of the principal of (or premium, if any) or interest on or other monetary amounts due and payable on any Senior Indebtedness, or 
 (ii) any other default shall have occurred concerning any Senior Indebtedness which permits the holder or holders thereof to accelerate
the maturity of such Senior Indebtedness following notice, the lapse of time, or both, or 
 (iii) during any time Senior
Indebtedness is outstanding, the principal of, and accrued interest on, any series of Subordinated Securities shall have been declared due and payable upon an Event of Default pursuant to Section 5.02 (and such declaration shall not have been
rescinded or annulled pursuant to this Indenture); 
 then, unless and until such default shall have been cured or waived or shall have ceased to exist, or
such declaration shall have been waived, rescinded or annulled, no payment shall be made by the Company on account of the principal (or premium, if any) or interest on the Subordinated Securities. 
 The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness
(or a representative of such holder or a trustee under any indenture under which any instruments evidencing any such Senior Indebtedness may have been issued) to establish that such notice has been given by a holder of such Senior Indebtedness or
such representative or trustee on behalf of such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any
payment or distribution pursuant to this Article XIII, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person
is entitled to participate in such payment or distribution and any other facts pertinent to the right of such Person under this Article XIII, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment or distribution. 
  

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 Section 13.03 Payment Prior to Dissolution or Default. Nothing contained in this Article XIII or
elsewhere in this Indenture, or in any of the Subordinated Securities, shall prevent (a) the Company, at any time except under the conditions described in Section 13.02 or during the pendency of any dissolution or winding up or total or
partial liquidation or reorganization proceedings therein referred to, from making payments at any time of principal of (or premium, if any) or interest on Subordinated Securities or from depositing with the Trustee or any Paying Agent moneys for
such payments, or (b) the application by the Trustee or any Paying Agent of any moneys deposited with it under this Indenture to the payment of or on account of the principal of (or premium, if any) or interest on Subordinated Securities to the
Holders entitled thereto if such payment would not have been prohibited by the provisions of Section 13.02 on the day such moneys were so deposited. 
 Notwithstanding the provisions of Section 13.01 or any other provision of this Indenture, the Trustee and any Paying Agent shall not be charged with knowledge of the existence of any Senior Indebtedness, or of
the occurrence of any default with respect to Senior Indebtedness of the character described in Section 13.02, or of any other facts which would prohibit the making of any payment of moneys to or by the Trustee or such Paying Agent, unless and
until the Trustee shall have received, no later than three Business Days prior to such payment, written notice thereof from the Company or from a holder of such Senior Indebtedness and the Trustee shall not be affected by any such notice which may
be received by it on or after such third Business Day. 
 Section 13.04 Securityholders Authorize Trustee to Effectuate Subordination of
Securities. Each Holder of Subordinated Securities by his or her acceptance thereof authorizes and expressly directs the Trustee on his or her behalf to take such action in accordance with the terms of this Indenture as may be necessary or
appropriate to effectuate the subordination provisions contained in this Article XIII and to protect the rights of the Holders of Subordinated Securities pursuant to this Indenture, and appoints the Trustee his or her attorney-in-fact for such
purpose. 
 Section 13.05 Right of Trustee to Hold Senior Indebtedness. The Trustee shall be entitled to all of the rights set forth
in this Article XIII in respect of any Senior Indebtedness at any time held by it to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture shall be construed to deprive the Trustee of any of its rights as such
holder. 
 Section 13.06 Article XIII Not to Prevent Events of Default. The failure to make a payment on account of principal of,
premium, if any, or interest on the Subordinated Securities by reason of any provision of this Article XIII shall not be construed as preventing the occurrence of an Event of Default under Section 5.01 or an event which with the giving of
notice or lapse of time, or both, would become an Event of Default or in any way prevent the Holders of Subordinated Securities from exercising any right hereunder other than the right to receive payment on the Subordinated Securities. 

 

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 Section 13.07 No Fiduciary Duty of Trustee to Holders of Senior Indebtedness. The Trustee shall
not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders (other than for its willful misconduct, bad faith or negligence) if it shall in good faith mistakenly pay over or distribute
to the Holders of Subordinated Securities or the Company or any other Person, cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XIII or otherwise. Nothing in this Section 13.07
shall affect the obligation of any other such Person to hold such payment for the benefit of, and to pay such payment over to, the holders of Senior Indebtedness or their representative. 
 [Signature Page Follows] 
  

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

			
	COMVERGE, INC.
		
	By:	 	 
		 	Name:
		 	Title:



			
	
	                                       
                 , Trustee



			
		
	By:	 	 
		 	Name:
		 	Title:


 Signature Page to Indenture