EX-4.3





 Exhibit 4.3 
  

 
  

VIACOMCBS INC., 
 as Issuer 

DEUTSCHE BANK TRUST COMPANY AMERICAS, 

as Trustee 
  

 
 Indenture 

Dated as of March 27, 2020 
  

 
  

 
  












 VIACOMCBS INC. 

Reconciliation and tie between Trust Indenture Act 

and Indenture, dated as of March 27, 2020 
  

			
	 Trust Indenture

Act Section
	  	Indenture
Section
	 Sec. 310(a)(1)
	  	607
	 (a)(2)
	  	607
	 (b)
	  	609
	 Sec. 312(c)
	  	701
	 Sec. 314(a)
	  	704
	 (a)(4)
	  	1008
	 (c)(1)
	  	102
	 (c)(2)
	  	102
	 (e)
	  	102
	 Sec. 315(b)
	  	601
	 Sec. 316(a)(last sentence)
	  	101 (“Outstanding”)
	 (a)(1)(A)
	  	502,512
	 (a)(1)(B)
	  	513
	 (b)
	  	508
	 (c)
	  	104(c)
	 Sec. 317(a)(1)
	  	503
	 (a)(2)
	  	504
	 (b)
	  	1003
	 Sec. 318(a)
	  	111

  

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















 TABLE OF CONTENTS 

 

					
	 	  	Page	 
	 PARTIES
	  	 	1	 
	 RECITALS OF THE COMPANY
	  	 	1	 

  

ARTICLE ONE 
 DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION 
  

					
	 SECTION 101. Definitions
	  	 	1	 
	 SECTION 102. Compliance Certificates and Opinions
	  	 	12	 
	 SECTION 103. Form of Documents Delivered to Trustee
	  	 	12	 
	 SECTION 104. Acts of Holders
	  	 	13	 
	 SECTION 105. Notices, etc. to Trustee or Company
	  	 	14	 
	 SECTION 106. Notice to Holders; Waiver
	  	 	14	 
	 SECTION 107. Effect of Headings and Table of Contents
	  	 	15	 
	 SECTION 108. Successors and Assigns
	  	 	15	 
	 SECTION 109. Separability Clause
	  	 	15	 
	 SECTION 110. Benefits of Indenture
	  	 	15	 
	 SECTION 111. Governing Law
	  	 	15	 
	 SECTION 112. Legal Holidays
	  	 	16	 
	 SECTION 113. No Recourse
	  	 	16	 
	 SECTION 114. Waiver of Jury Trial
	  	 	16	 
	 SECTION 115. Patriot Act
	  	 	16	 
	 SECTION 116. Submission to Jurisdiction
	  	 	16	 
		
	ARTICLE TWO	  			
		
	SECURITIES FORMS	  			
		
	 SECTION 201. Forms of Securities
	  	 	17	 
	 SECTION 202. Form of Trustee’s Certificate of Authentication
	  	 	17	 
	 SECTION 203. Global Securities
	  	 	18	 
	 SECTION 204. Form of Legend for Global Securities
	  	 	19	 
		
	ARTICLE THREE	  			
		
	THE SECURITIES	  			
		
	 SECTION 301. Amount Unlimited; Issuable in Series
	  	 	19	 
	 SECTION 302. Denominations
	  	 	23	 
	 SECTION 303. Execution, Authentication, Delivery and Dating
	  	 	23	 
	 SECTION 304. Temporary Securities
	  	 	25	 

  

	Note:	 This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.




  
 i 














					
	 SECTION 305. Registration, Registration of Transfer and Exchange
	  	 	26	 
	 SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities
	  	 	29	 
	 SECTION 307. Payment of Interest; Interest Rights Preserved
	  	 	30	 
	 SECTION 308. Persons Deemed Owners
	  	 	31	 
	 SECTION 309. Cancellation
	  	 	32	 
	 SECTION 310. Computation of Interest
	  	 	32	 
	 SECTION 311. Currency and Manner of Payments in Respect of Securities
	  	 	32	 
	 SECTION 312. Appointment and Resignation of Successor Exchange Rate Agent
	  	 	35	 
	 SECTION 313. CUSIP Numbers
	  	 	36	 
	
	 ARTICLE FOUR
	  

	
	 SATISFACTION AND DISCHARGE
	  

		
	 SECTION 401. Satisfaction and Discharge of Indenture
	  	 	36	 
	 SECTION 402. Application of Trust Money
	  	 	38	 
	
	 ARTICLE FIVE
	  

	
	 REMEDIES
	  

	 SECTION 501. Events of Default
	  	 	38	 
	 SECTION 502. Acceleration of Maturity; Rescission and Annulment
	  	 	39	 
	 SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee
	  	 	40	 
	 SECTION 504. Trustee May File Proofs of Claim
	  	 	41	 
	 SECTION 505. Trustee May Enforce Claims Without Possession of Securities
	  	 	41	 
	 SECTION 506. Application of Money Collected
	  	 	42	 
	 SECTION 507. Limitation on Suits
	  	 	42	 
	 SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest
	  	 	43	 
	 SECTION 509. Restoration of Rights and Remedies
	  	 	43	 
	 SECTION 510. Rights and Remedies Cumulative
	  	 	43	 
	 SECTION 511. Delay or Omission Not Waiver
	  	 	43	 
	 SECTION 512. Control by Holders
	  	 	43	 
	 SECTION 513. Waiver of Past Defaults
	  	 	44	 
	 SECTION 514. Waiver of Stay or Extension Laws
	  	 	44	 
	 SECTION 515. Undertaking for Costs
	  	 	44	 
	
	 ARTICLE SIX
	  

	
	 THE TRUSTEE
	  

		
	 SECTION 601. Notice of Defaults
	  	 	44	 
	 SECTION 602. Certain Duties, Responsibilities and Rights of Trustee
	  	 	45	 
	 SECTION 603. Trustee Not Responsible for Recitals or Issuance of Securities
	  	 	47	 
	 SECTION 604. May Hold Securities
	  	 	47	 
	 SECTION 605. Money Held in Trust
	  	 	48	 
	 SECTION 606. Compensation, Indemnification and Reimbursement
	  	 	48	 


  
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	 SECTION 607. Corporate Trustee Required; Eligibility
	  	 	48	 
	 SECTION 608. Disqualification; Conflicting Interests
	  	 	49	 
	 SECTION 609. Resignation and Removal; Appointment of Successor
	  	 	49	 
	 SECTION 610. Acceptance of Appointment by Successor
	  	 	50	 
	 SECTION 611. Merger, Conversion, Consolidation or Succession to Business
	  	 	51	 
	 SECTION 612. Appointment of Authenticating Agent
	  	 	52	 
	
	 ARTICLE SEVEN
	  

	
	 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND
COMPANY
	  

		
	 SECTION 701. Disclosure of Names and Addresses of Holders
	  	 	53	 
	 SECTION 702. Preservation of Information; Communications to Holders
	  	 	54	 
	 SECTION 703. Reports by Trustee
	  	 	54	 
	 SECTION 704. Reports by Company
	  	 	54	 
	 SECTION 705. Calculation of Original Issue Discount
	  	 	55	 
	
	 ARTICLE EIGHT
	  

	
	 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR
LEASE
	  

		
	 SECTION 801. Company May Consolidate, etc., Only on Certain Terms
	  	 	55	 
	 SECTION 802. Successor Person Substituted
	  	 	56	 
	
	 ARTICLE NINE
	  

	
	 SUPPLEMENTAL INDENTURES
	  

		
	 SECTION 901. Supplemental Indentures Without Consent of Holders
	  	 	56	 
	 SECTION 902. Supplemental Indentures with Consent of Holders
	  	 	57	 
	 SECTION 903. Execution of Supplemental Indentures
	  	 	58	 
	 SECTION 904. Effect of Supplemental Indentures
	  	 	59	 
	 SECTION 905. Conformity with Trust Indenture Act
	  	 	59	 
	 SECTION 906. Reference in Securities to Supplemental Indentures
	  	 	59	 
	 SECTION 907. Effect on Senior Indebtedness
	  	 	59	 
	
	 ARTICLE TEN
	  

	
	 COVENANTS
	  

		
	 SECTION 1001. Payment of Principal, Premium, if any, and Interest
	  	 	59	 
	 SECTION 1002. Maintenance of Office or Agency
	  	 	59	 
	 SECTION 1003. Money for Securities Payments to Be Held in Trust
	  	 	60	 
	 SECTION 1004. Corporate Existence
	  	 	61	 
	 SECTION 1005. Maintenance of Principal Properties
	  	 	61	 
	 SECTION 1006. Payment of Taxes and Other Claims
	  	 	62	 
	 SECTION 1007. Additional Amounts
	  	 	62	 
	 SECTION 1008. Statement as to Compliance
	  	 	63	 


  
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	 SECTION 1009. Limitation on Liens
	  	 	63	 
	 SECTION 1010. Limitation on Sale and Leaseback Transactions
	  	 	63	 
	 SECTION 1011. Waiver of Certain Covenants
	  	 	64	 
	
	 ARTICLE ELEVEN
	  

	
	 REDEMPTION OF SECURITIES
	  

		
	 SECTION 1101. Applicability of Article
	  	 	64	 
	 SECTION 1102. Election to Redeem; Notice to Trustee
	  	 	64	 
	 SECTION 1103. Selection by Trustee of Securities to Be Redeemed
	  	 	65	 
	 SECTION 1104. Notice of Redemption
	  	 	65	 
	 SECTION 1105. Deposit of Redemption Price
	  	 	66	 
	 SECTION 1106. Securities Payable on Redemption Date
	  	 	67	 
	 SECTION 1107. Securities Redeemed in Part
	  	 	67	 
	
	 ARTICLE TWELVE
	  

	
	 SINKING FUNDS
	  

		
	 SECTION 1201. Applicability of Article
	  	 	68	 
	 SECTION 1202. Satisfaction of Sinking Fund Payments with Securities
	  	 	68	 
	 SECTION 1203. Redemption of Securities for Sinking Fund
	  	 	68	 
	
	 ARTICLE THIRTEEN
	  

	
	 REPAYMENT AT OPTION OF HOLDERS
	  

		
	 SECTION 1301. Applicability of Article
	  	 	69	 
	 SECTION 1302. Repayment of Securities
	  	 	69	 
	 SECTION 1303. Exercise of Option
	  	 	70	 
	 SECTION 1304. When Securities Presented for Repayment Become Due and Payable
	  	 	70	 
	 SECTION 1305. Securities Repaid in Part
	  	 	71	 
	
	 ARTICLE FOURTEEN
	  

	
	 DEFEASANCE AND COVENANT DEFEASANCE
	  

		
	 SECTION 1401. Company’s Option to Effect Defeasance or Covenant Defeasance
	  	 	71	 
	 SECTION 1402. Defeasance and Discharge
	  	 	71	 
	 SECTION 1403. Covenant Defeasance
	  	 	72	 
	 SECTION 1404. Conditions to Defeasance or Covenant Defeasance
	  	 	72	 
	 SECTION 1405. Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous
Provisions
	  	 	74	 
	 SECTION 1406. Reinstatement
	  	 	75	 


  
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	 ARTICLE FIFTEEN
	  

	
	 MEETINGS OF HOLDERS OF SECURITIES
	  

		
	 SECTION 1501. Purposes for Which Meetings May Be Called
	  	 	75	 
	 SECTION 1502. Call, Notice and Place of Meetings
	  	 	75	 
	 SECTION 1503. Persons Entitled to Vote at Meetings
	  	 	75	 
	 SECTION 1504. Quorum; Action
	  	 	76	 
	 SECTION 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings
	  	 	77	 
	 SECTION 1506. Counting Votes and Recording Action of Meetings
	  	 	77	 
	
	 ARTICLE SIXTEEN
	  

	
	 SUBORDINATION OF SECURITIES
	  

		
	 SECTION 1601. Agreement to Subordinate
	  	 	78	 
	 SECTION 1602. Distribution on Dissolution, Liquidation and Reorganization; Subrogation of
Securities
	  	 	78	 
	 SECTION 1603. No Payment on Subordinated Securities in Event of Default on Senior
Indebtedness
	  	 	80	 
	 SECTION 1604. Payments on Securities Permitted
	  	 	80	 
	 SECTION 1605. Authorization of Holders to Trustee to Effect Subordination
	  	 	80	 
	 SECTION 1606. Notices to Trustee
	  	 	80	 
	 SECTION 1607. Trustee as Holder of Senior Indebtedness
	  	 	81	 
	 SECTION 1608. Modifications of Terms of Senior Indebtedness
	  	 	81	 
	 SECTION 1609. Reliance on Judicial Order or Certificate of Liquidating Agent
	  	 	82	 
	 SECTION 1610. Satisfaction and Discharge; Defeasance and Covenant Defeasance
	  	 	82	 
	 SECTION 1611. Trustee Not Fiduciary for Holders of Senior Indebtedness
	  	 	82	 


  
 v 













 INDENTURE, dated as of March 27, 2020, between VIACOMCBS INC., a corporation duly organized
and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 1515 Broadway, New York, New York 10036, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as
Trustee (herein called the “Trustee”) having its Corporate Trust Office at 60 Wall Street, 24th Floor, New York, New York 10005. 

RECITALS OF THE COMPANY 
 The
Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured senior or subordinated debentures, notes or other evidences of indebtedness (herein called the
“Securities”), which may or may not be convertible into or exchangeable for any securities of any Person (including the Company), to be issued in one or more series unlimited as to principal amount, to bear such rates of interest,
to mature at such times and to have such other provisions as provided in this Indenture. 
 This Indenture is subject to the provisions of
the Trust Indenture Act of 1939, as amended, that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions. 

All things necessary to make this Indenture a valid and legally binding agreement of the Company, in accordance with its terms, have been
done. 
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Securities or of a series thereof, as follows: 
 ARTICLE ONE 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 

SECTION 101. Definitions. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise
requires: 
 (1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural
as well as the singular and, pursuant to Section 301, any such item may, with respect to any particular series of Securities, be amended, or modified or specified as being inapplicable; 

(2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the
meanings assigned to them therein; 
 (3) except as otherwise herein expressly provided, all accounting terms not otherwise
defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States of America, and, except as otherwise herein expressly provided, the term “generally accepted accounting
principles” 












 
with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the United States of America at the date of such computation;

 (4) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or other subdivision; 
 (5) words importing any gender
include the other genders; and 
 (6) the words “including,” “includes” and “include” shall be
deemed to be followed by the words “without limitation” if not already stated thereby. 
 Certain terms, used principally in
Article Three, are defined in that Article. 
 “Act”, when used with respect to any Holder, has the meaning specified in
Section 104. 
 “Additional Amounts” has the meaning specified in Section 1007. 

“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. 

“Agent” means any Security Registrar, co-Registrar, Paying Agent or Authenticating
Agent. 
 “Agent Members” has the meaning specified in Section 305. 

“Attributable Debt” means, with regard to a Sale and Leaseback Transaction with respect to any Principal Property, the lesser
of: (a) the fair market value of such property (as determined in good faith by the Board of Directors of the Company); or (b) the present value of the total net amount of rent required to be paid under such lease during the remaining term
thereof (including any period for which such lease has been extended and excluding any unexercised renewal or other extension options exercisable by the lessee, and excluding amounts on account of maintenance and repairs, services, taxes and similar
charges and contingent rents), discounted at the rate of interest set forth or implicit in the terms of such lease (or, if not practicable to determine such rate, the weighted average interest rate per annum borne by the Securities of the applicable
series then Outstanding) compounded semi-annually. In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount shall be the lesser of the net amount determined assuming termination upon the first date
such lease may be terminated (in which case the net amount shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated) or the
net amount determined assuming no such termination. 

  
 2 













 “Authenticating Agent” means any Person appointed by the Trustee pursuant
to Section 612 to act on behalf of the Trustee to authenticate Securities. 
 “Authorized Newspaper” means a
newspaper, in the English language or in an official language of the country of publication, customarily published on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in each place in
connection with which the term is used or in the financial community of each such place. Where successive publications are required to be made in Authorized Newspapers, the successive publications may be made on the same or on different days of the
week in the same or in different newspapers in the same city meeting the foregoing requirements and in each case on any Business Day. 

“Board of Directors” or “Board” means either the board of directors of the Company or any duly authorized
committee of or established by the Board. 
 “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”, when used with respect to any Place of Payment or any other particular location referred to in this Indenture
or in the Securities, means, unless otherwise specified with respect to any Securities pursuant to Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment or
other location are authorized or obligated by law, regulation or executive order to close. 
 “Clearstream” means
Clearstream Banking, société anonyme, or its successor. 
 “Commission” means the Securities and Exchange
Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties at such time. 
 “Company” means the Person named as the “Company” in the first
paragraph of this Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person. 

“Company Request” or “Company Order” means a written request or order signed in the name of the Company by
one Officer of the Company and delivered to the Trustee. 
 “Conversion Date” has the meaning specified in
Section 311(d). 
 “Conversion Event” means the cessation of use of (i) a Foreign Currency both by the government
of the country which issued such Currency and by a central bank or other public institution of or within the international banking community for the settlement of transactions, (ii) the Euro both within the Economic and Monetary Union of the
European Union and for the settlement of transactions by public institutions of or within the European Union or (iii) any 

  
 3 













 
currency unit (or composite currency) other than the Euro for the purposes for which it was established. 

“Corporate Trust Office” means the office of the Trustee at which, at any particular time, its corporate trust business shall
be principally administered, which office on the date of execution of this Indenture is located at 60 Wall Street, 24th Floor, New York, New York 10005, or such other office or address as the Trustee may designate from time to time by written notice
to the Company. 
 “corporation” includes corporations, associations, companies (including limited liability companies) and
business or statutory trusts. 
 “Currency” means any currency or currencies, composite currency or currency unit or
currency units, including, without limitation, the Euro, issued by the government of one or more countries or by any recognized confederation or association of such governments. 

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

“Default Amount” has the meaning specified in Section 502. 

“Defaulted Interest” has the meaning specified in Section 307. 

“Depositary” means, with respect to the Securities of any series issuable or issued in whole or in part in the form of one or
more permanent Global Securities, the Person designated as Depositary by the Company pursuant to Section 301, which, if located in the United States, must be a clearing agency registered under the Exchange Act, and if any time there is more
than one such Person, “U.S. Depositary” as used with respect to the Securities of any series shall mean the Depositary located in the United States with respect to the Securities of such series. 

“Dollar” or “$” means a dollar or other equivalent unit in such coin or currency of the United States of
America as at the time shall be legal tender for the payment of public and private debts. 
 “Dollar Equivalent of the Currency
Unit” has the meaning specified in Section 311(g). 
 “Dollar Equivalent of the Foreign Currency” has the
meaning specified in Section 311(f). 
 “Election Date” has the meaning specified in Section 311(h). 

“Euro” means the basic unit of currency among participating European Union countries, as revised or replaced from time to
time. 
 “Euroclear” means Euroclear Bank S.A./N.V. as operator of Euroclear System, and any successor thereto. 

  
 4 













 “Event of Default” has the meaning specified in Section 501. 

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

“Exchange Date” has the meaning specified in Section 304. 

“Exchange Rate Agent” means, with respect to Securities of or within any series, unless otherwise specified with respect to
any Securities pursuant to Section 301, a New York Clearing House bank, designated pursuant to Section 301 or Section 312. 

“Exchange Rate Officer’s Certificate” means a certificate setting forth (i) the applicable Market Exchange Rate and
(ii) the Dollar or Foreign Currency amounts of principal (and premium, if any) and interest, if any (on an aggregate basis and on the basis of a Security having the lowest denomination principal amount determined in accordance with
Section 302 in the relevant Currency), payable with respect to a Security of any series on the basis of such Market Exchange Rate, signed by the Treasurer, any Vice President or any Assistant Treasurer of the Company. 

“Federal Bankruptcy Code” means Title 11 of the United States Code, as amended from time to time. 

“Finance Lease” means any obligation of a Person to pay rent or other amounts incurred with respect to real property or
equipment (other than in respect of (i) telecommunications equipment including, without limitation, satellite transponders and (ii) theme park equipment and attractions) acquired or leased by such Person and used in its business that is
required to be recorded as a finance lease in accordance with generally accepted accounting principles consistently applied as in effect from time to time. 

“Foreign Currency” means any Currency other than Currency of the United States. 

“Global Security” means a Security in global form that evidences all or part of the Securities of any series and bears the
legend set forth in Section 204 (or such legend as may be specified as contemplated by Section 301 for such Securities). 

“Government Obligations” means, unless otherwise specified with respect to any series of Securities pursuant to
Section 301, securities which are (i) direct obligations of the government which issued the Currency in which the Securities of a particular series are payable, for the payment of which its full faith and credit is pledged, or
(ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the government which issued the Currency in which the Securities of such series are payable, the payment of which is unconditionally
guaranteed as a full faith and credit obligation of such government, which, in either case, are not callable or redeemable at the option of the issuer thereof and shall also include a depository receipt issued by a bank or trust company as custodian
with respect to any such Government Obligation or a specific payment of interest on or principal of any such Government Obligation held by such custodian for the account of the holder of a depository receipt; provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount 

  
 5 













 
received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal of the Government Obligation evidenced by such depository receipt. 

“Holder” means the Person in whose name a Security is registered in the Security Register. 

“Indebtedness” of any Person means, without duplication, (i) any obligation of such Person for money borrowed,
(ii) any obligation of such Person evidenced by bonds, debentures, notes, or other similar instruments, (iii) any reimbursement obligation of such Person in respect of letters of credit or other similar instruments which support financial
obligations which would otherwise become Indebtedness, (iv) any obligation of such Person under Finance Leases and (v) any obligation of any third party to the extent secured by a Lien on the assets of such Person; provided,
however, that “Indebtedness” of such Person shall not include any obligation of such Person (i) to any Subsidiary of such Person or to any Person with respect to which such Person is a Subsidiary or (ii) specifically with
respect to the production, distribution or acquisition of motion pictures or other programming rights, talent or publishing rights. 

“Indenture” means this instrument as originally executed and as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, and shall include the terms of particular series of Securities established as contemplated by Section 301; provided, however, that, if
at any time more than one Person is acting as Trustee under this instrument, “Indenture” shall mean, with respect to any one or more series of Securities for which such Person is Trustee, this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of the particular series of Securities for which such Person is Trustee
established as contemplated by Section 301, exclusive, however, of any provisions or terms which relate solely to other series of Securities for which such Person is not Trustee, regardless of when such terms or provisions were adopted, and
exclusive of any provisions or terms adopted by means of one or more indentures supplemental hereto executed and delivered after such Person had become such Trustee but to which such Person, as such Trustee, was not a party. 

“Indexed Security” means a Security the terms of which provide that the principal amount thereof payable at Stated Maturity
may be more or less than the principal face amount thereof at original issuance. 
 “interest”, when used with respect to
an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity at the rate prescribed in such Original Issue Discount Security, and, when used with respect to a Security which
provides for the payment of Additional Amounts pursuant to Section 1007, includes such Additional Amounts. 
 “Interest Payment
Date”, when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security. 

“Lien” means any pledge, mortgage, lien, encumbrance or other security interest. 

  
 6 













 “Market Exchange Rate” means, unless otherwise specified with respect to
any Securities pursuant to Section 301, (i) for any conversion involving a currency unit on the one hand and Dollars or any Foreign Currency on the other, the exchange rate between the relevant currency unit and Dollars or such Foreign Currency
calculated by the method specified pursuant to Section 301 for the Securities of the relevant series, (ii) for any conversion of Dollars into any Foreign Currency, the noon (New York City time) buying rate for such Foreign Currency for
cable transfers quoted in New York City as certified for customs purposes by the Federal Reserve Bank of New York and (iii) for any conversion of one Foreign Currency into Dollars or another Foreign Currency, the spot rate at noon local time in
the relevant market at which, in accordance with normal banking procedures, the Dollars or Foreign Currency into which conversion is being made could be purchased with the Foreign Currency from which conversion is being made from major banks located
in either New York City, London or any other principal market for Dollars or such purchased Foreign Currency, in each case determined by the Exchange Rate Agent. Unless otherwise specified with respect to any Securities pursuant to Section 301,
in the event of the unavailability of any of the exchange rates provided for in the foregoing clauses (i), (ii) and (iii), the Exchange Rate Agent shall use, in its sole discretion and without liability on its part, such quotation of the Federal
Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in New York City, London or another principal market for the Currency in question, or such other quotations as the Exchange Rate Agent shall
deem appropriate. Unless otherwise specified by the Exchange Rate Agent, if there is more than one market for dealing in any Currency by reason of foreign exchange regulations or otherwise, the market to be used in respect of such Currency shall be
that upon which a non-resident issuer of securities designated in such Currency would purchase such Currency in order to make payments in respect of such securities. 

“Maturity”, when used with respect to any Security, means the date on which the principal of such Security or an installment
of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, notice of redemption, notice of option to elect repayment, notice of exchange or conversion or otherwise. 

“Notice of Default” shall have the meaning provided in Section 501. 

“Officer” means the Chair of the Board, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial
Officer, the President, any Vice President, the Treasurer, the Secretary, any Assistant Secretary or the Controller of the Company. 

“Officer’s Certificate” means a certificate signed by any Officer of the Company in his or her capacity as such Officer
and delivered to the Trustee. 
 “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the
Company, or who may be an employee of the Company. 
 “Original Issue Discount Security” means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502. 

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

(i) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; 

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

(iii) Securities, except to the extent provided in Sections 1402 and 1403, with respect to which the Company has effected
defeasance and/or covenant defeasance as provided in Article Fourteen; and 
 (iv) Securities which have been paid pursuant
to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; 

provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting of Holders for quorum purposes, and for the purpose of making the calculations required by Section 313 of the Trust Indenture Act,
(i) the principal amount of an Original Issue Discount Security that may be counted in making such determination or calculation and that shall be deemed to be Outstanding for such purpose shall be equal to the amount of principal thereof that
would be (or shall have been declared to be) due and payable, at the time of such determination, upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, (ii) the principal amount of any Security denominated in a
Foreign Currency that may be counted in making such determination or calculation and that shall be deemed Outstanding for such purpose shall be equal to the Dollar equivalent, determined as of the date such Security is originally issued by the
Company as set forth in an Exchange Rate Officer’s Certificate delivered to the Trustee, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent as of such date of original issuance of the amount
determined as provided in clause (i) above) of such Security, (iii) the principal amount of any Indexed Security that may be counted in making such determination or calculation and that shall be deemed outstanding for such purpose shall be
equal to the principal face amount of such Indexed Security at original issuance, unless otherwise provided with respect to such Security pursuant to Section 301, and (iv) Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making such calculation or in relying upon any such
request, demand, authorization, direction, 

  
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notice, consent or waiver or upon any such determination as to the presence of a quorum, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the
pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor. 

“Participant” means a Person who has an account with a Depositary. 

“Paying Agent” means any Person (including the Company acting as Paying Agent) authorized by the Company to pay the principal
of (or premium, if any) or interest, if any, on any Securities on behalf of the Company. 
 “Periodic Offering” means an
offering of Securities of a series from time to time the specific terms of which Securities, including, without limitation, the rate or rates of interest or formula for determining the rate or rates of interest thereon, if any, the Stated Maturity
or Maturities thereof and the redemption provision, if any, with respect thereto, are to be determined by the Company upon the issuance of such Securities. 

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision thereof, or any other entity. 
 “Place of
Payment” means, when used with respect to the Securities of or within any series, the place or places where the principal of (and premium, if any) and interest, if any, on such Securities are payable as specified as contemplated by Sections
301 and 1002. 
 “Predecessor Security” of any particular Security means every previous Security evidencing all or a
portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen
Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. 
 “Principal
Property” means any parcel of real property and related fixtures or improvements (other than telecommunications equipment, including, without limitation, satellite transponders) owned by the Company or any Restricted Subsidiary and located
in the United States, the aggregate book value of which on the date of determination exceeds $1.5 billion, other than any such real property and related fixtures or improvements, which, as determined in good faith by the Board of Directors, is
not of material importance to the total business conducted by the Company and its Subsidiaries, taken as a whole. 
 “Redemption
Date”, when used with respect to any Security to be redeemed, in whole or in part, means the date fixed for such redemption by or pursuant to this Indenture. 

“Redemption Price”, when used with respect to any Security to be redeemed, means the price at which it is to be redeemed
pursuant to this Indenture. 
 “Registered Security” means any Security registered in the Security Register. 

  
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 “Regular Record Date” for the interest payable on any Interest Payment Date
on the Securities of or within any series means the date specified for that purpose as contemplated by Section 301. 

“Repayment Date” means, when used with respect to any Security to be repaid at the option of the Holder, the date fixed for
such repayment pursuant to this Indenture. 
 “Repayment Price” means, when used with respect to any Security to be repaid
at the option of the Holder, the price at which it is to be repaid pursuant to this Indenture. 
 “Responsible Officer”,
when used with respect to the Trustee, means any Vice President, the treasurer, any assistant treasurer, any trust officer or assistant trust officer, or any other officer of the Trustee customarily performing functions similar to those performed by
any of the above designated officers and also means, 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 and
who shall have direct responsibility for the administration of this Indenture. 
 “Restricted Subsidiary” means a
corporation all of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by one or more of its Subsidiaries, or by the Company and one or more of its Subsidiaries, which is incorporated under the laws of a State
of the United States, and which owns a Principal Property. 
 “Sale and Leaseback Transaction” means any arrangement with
any Person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Property which has been or is to be sold or transferred by the Company or such Person; provided, however, that with respect to any series
of Securities, “Sale and Leaseback Transaction” shall not include such arrangements that were existing on the original issue date of such series of Securities, or at the time any Person owning a Principal Property becomes a Restricted
Subsidiary (whether by acquisition or otherwise, including through merger or consolidation). 
 “Securities” has the
meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture; provided, however, that if at any time there is more than one Person acting as Trustee
under this Indenture, “Securities” with respect to the Indenture as to which such Person is Trustee shall have the meaning stated in the first recital of this Indenture and shall more particularly mean Securities authenticated and
delivered under this Indenture, exclusive, however, of Securities of any series as to which such Person is not Trustee. 
 “Security
Register” and “Security Registrar” have the respective meanings specified in Section 305. 
 “Senior
Indebtedness” of any Person means all Indebtedness of such Person, except (a) Indebtedness that pursuant to its terms is subordinated in right of payment to other Indebtedness and (b) Indebtedness evidenced by an instrument that
expressly provides that such Indebtedness is not Senior Indebtedness. Notwithstanding anything to the contrary in the foregoing, Senior Indebtedness will not include any liability for taxes owed or owing by such Person or any trade payables. 

  
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 “Special Record Date” for the payment of any Defaulted Interest on the
Registered Securities of or within any series means a date fixed by the Trustee pursuant to Section 307. 
 “Stated
Maturity”, when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of
principal or interest is due and payable. 
 “Subsidiary” of any Person means (i) a corporation a majority of the
outstanding Voting Stock of which is at the time, directly or indirectly, owned by such Person, by one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries thereof, or (ii) any other Person (other than a
corporation), including, without limitation, a partnership or joint venture, in which such Person, one or more Subsidiaries thereof, or such Person and one or more Subsidiaries thereof, directly or indirectly, at the date of the determination
thereof, has at least majority ownership interest entitled to vote in the election of directors, managers or trustees thereof (or other Persons performing similar functions). 

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended and in force at the date as
of which this Indenture was executed, except as provided in Section 905. 
 “Trustee” means the Person named as the
“Trustee” in the first paragraph of this Indenture until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a
Trustee hereunder; provided, however, that if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean only the Trustee with respect to Securities of that
series. 
 “United States” means, unless otherwise specified with respect to any Securities pursuant to Section 301,
the United States of America (including the states and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction. 

“United States Person” means a “U.S. person” as defined in Regulation S under the Securities Act, as amended. 

“Valuation Date” has the meaning specified in Section 311(c). 

“Vice President”, when used with respect to the Company or the Trustee, means any vice president, whether or not designated
by a number or a word or words added before or after the title “Vice President”. 
 “Voting Stock” means stock of
the class or classes having general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of a corporation (irrespective of whether or not at the time stock of any other class or
classes shall have or might have voting power by reason of the happening of any contingency). 

  
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 “Yield to Maturity” means the yield to maturity, computed at the time of
issuance of a Security (or, if applicable, at the most recent redetermination of interest on such Security) and as set forth in such Security in accordance with generally accepted United States bond yield computation principles. 

SECTION 102. Compliance Certificates and Opinions. Except as otherwise expressly provided by this Indenture, upon any application or
request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request
as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. 

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to
Section 1008) shall include: 
 (1) a statement that each individual signing such certificate or opinion has read such
condition or covenant and the definitions herein relating thereto; 
 (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 
 (3)
a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable such individual to express an informed opinion as to whether or not such condition or covenant has been complied
with; and 
 (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been
complied with. 
 SECTION 103. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person
may certify or give an opinion as to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, or a
certificate or representations by counsel, unless such officer knows, or in the exercise of reasonable care should know, that the opinion, certificate or representations with respect to the matters upon which his or her certificate or opinion is
based are erroneous. Any such Opinion of Counsel or certificate or representations may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that
the information as to such factual matters is in the possession of the Company, unless such counsel knows, or in the 

  
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exercise of reasonable care should know, that the certificate or opinion or representations as to such matters are erroneous. 

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 
 SECTION 104. Acts of
Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the Outstanding Securities of all series or one or more series, as the case may be,
may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing (including consents obtained in connection with a tender offer or in exchange for the
Securities of any such series). Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments (or on behalf of whom such instrument or instruments are
signed). Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 1506. 

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him or her the execution thereof. Where such
execution is by a signer acting in a capacity other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of authority. The fact and date of the execution of any such instrument or writing, or the
authority of the Person executing the same, may also be proved in any other manner that the Trustee deems reasonably sufficient. 
 (c) The
principal amount and serial numbers (if any) of Registered Securities held by any Person, and the date of holding the same, shall be proved by the Security Register. 

(d) If the Company shall solicit from the Holders of Registered Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or
other Act, but the Company shall have no obligation to do so. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not
earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other Act may be given before or 

  
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after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record
date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the
record date. 
 (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall
bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee,
any Security Registrar, any Paying Agent, any Authenticating Agent, or the Company in reliance thereon, whether or not notation of such action is made upon such Security. 

SECTION 105. Notices, etc. to Trustee or Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, 

(1) the Trustee, by any Holder or by the Company, shall be sufficient for every purpose hereunder if made, given, furnished
(including through electronic transmission), filed or mailed, first class postage prepaid, in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration, 

(2) the Company, by any Holder, shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if
in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this Indenture, to the attention of its Treasurer (with a copy to the General Counsel), or
at any other address previously furnished in writing to the Trustee by the Company, or 
 (3) the Company, by the Trustee,
shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and (i) mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first
paragraph of this Indenture, to the attention of its Treasurer (with a copy to the General Counsel), or at any other address previously furnished in writing to the Trustee by the Company or (ii) sent to the Company electronically at
legalnotices@viacbs.com to the attention of its Treasurer (with a copy to the General Counsel), or at any other e-mail address previously furnished in writing to the Trustee by the Company; provided
that no delivery failure notification with respect to any such e-mail is received by the sender within 24 hours of the time of sending. 

SECTION 106. Notice to Holders; Waiver. Except as otherwise expressly provided herein or otherwise specified with respect to any
Securities pursuant to Section 301, where this Indenture provides for notice of any event to Holders by the Company or the Trustee, such notice shall be sufficiently given if in writing and mailed, first-class postage prepaid, to 

  
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each such Holder affected by such event, at his or her address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice; provided that in the case of any Global Security, a notice or communication sent to Holders in accordance with the procedures of the Depositary shall be sufficiently given. In any case where notice to Holders is given
by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders . Any notice mailed to a Holder in the manner herein
prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice. 

If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail
notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be sufficient giving of such notice
for every purpose hereunder. 
 Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this
Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. 

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver. 
 SECTION 107. Effect of Headings and Table of Contents. The Article and Section headings herein and the
Table of Contents are for convenience only and shall not affect the construction hereof. 
 SECTION 108. Successors and Assigns. All
covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 
 SECTION
109. Separability Clause. In case any provision in this Indenture or in any Security shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby. 
 SECTION 110. Benefits of Indenture. Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than the parties hereto, any Security Registrar, any Paying Agent, any Authenticating Agent and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.

 SECTION 111. Governing Law. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. THIS INDENTURE IS SUBJECT TO THE PROVISIONS OF THE TRUST 

  
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INDENTURE ACT THAT ARE REQUIRED TO BE PART OF THIS INDENTURE AND SHALL, TO THE EXTENT APPLICABLE, BE GOVERNED BY SUCH PROVISIONS. 

SECTION 112. Legal Holidays. In any case where any Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment date or
Stated Maturity or Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of any Security other than a provision in the Securities of any series which specifically
states that such provision shall apply in lieu of this Section), payment of principal (or premium, if any) or interest, if any, need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place
of Payment with the same force and effect as if made on the Interest Payment Date, Repayment Date or Redemption Date or sinking fund payment date, or at the Stated Maturity or Maturity; provided that no interest shall accrue for the period
from and after such Interest Payment Date, Repayment Date, Redemption Date, sinking fund payment date, Stated Maturity or Maturity, as the case may be. 

SECTION 113. No Recourse. No recourse for the payment of the principal of or premium, if any, or interest on any Security, or for any
claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in this Indenture or in any supplemental indenture, or in any Security, or because of the creation of any
indebtedness represented thereby, shall be had against any director, officer, employee, or stockholder as such, past, present or future, of the Company or any of its Affiliates or any successor Person of the Company, either directly or through the
Company or any of its Affiliates or any successor Person of the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such
liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of the Securities. 

SECTION 114. Waiver of Jury Trial 

EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY. 
 SECTION
115. Patriot Act 
 The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee,
like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an
account with the Trustee. The Company agrees that it will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act. 

SECTION 116. Submission to Jurisdiction 

  
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 Each party hereby irrevocably submits to the
non-exclusive jurisdiction of any New York state or federal court sitting in The City of New York in any action or proceeding arising out of or relating to the Indenture and the Securities of any series and
each party hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York state or federal court. Each party hereby irrevocably waives, to the fullest extent they may effectively do so,
the defense of an inconvenient forum to the maintenance of such action or proceeding. 
 ARTICLE TWO 

SECURITIES FORMS 
 SECTION 201.
Forms of Securities. The Securities of each series shall be in substantially the forms as shall be established by or pursuant to a Board Resolution or, subject to Section 303, set forth in, or determined in the manner provided in,
an Officer’s Certificate pursuant to a Board Resolution, or in one or more indentures supplemental hereto, in each case in accordance with Section 301 and with 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 the Company may deem appropriate and as are not inconsistent with the provisions of
this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange on which the Securities may be listed, 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 Trustee’s certificate of authentication on all Securities shall be in substantially the form set forth in this
Article. 
 The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be
produced in any other manner, all as determined by the Officers of the Company executing such Securities, as evidenced by their execution of such Securities. 

Unless otherwise specified in an Officer’s Certificate or supplemental indenture in accordance with Section 301, Securities shall be
initially issued as permanent Global Securities. 
 SECTION 202. Form of Trustee’s Certificate of Authentication.
Subject to Section 612, the Trustee’s certificate of authentication shall be in substantially the following form: 
 TRUSTEE’S
CERTIFICATE OF AUTHENTICATION 
 Dated: ____________________ 

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

			
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
		
	By:	 	 
		 	Authorized Officer


 SECTION 203. Global Securities. If Securities of or within a series are issuable in global
form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Global Securities shall represent such of the Outstanding Securities of such series as
shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented
thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the
Trustee or the Security Registrar in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to
the provisions of Section 303 and, if applicable, Section 304, the Trustee or the Security Registrar shall deliver and redeliver any permanent Global Security in the manner and upon instructions given by the Person or Persons specified
therein or in the applicable Company Order. 
 The provisions of Section 305(b) shall initially apply to any Security represented by a
Global Security. 
 The provisions of the last sentence of Section 303 shall apply to any Security represented by a Global Security if
such Security was never issued and sold by the Company and the Company delivers to the Trustee or the Security Registrar the Global Security together with written instructions with regard to the reduction in the principal amount of Securities
represented thereby, together with the written statement contemplated by the last sentence of Section 303. 
 Notwithstanding any
provisions of Section 201 or 307 to the contrary, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, on any permanent Global Security shall be made to the Person
or Persons specified therein. 
 Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the
Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent Global Security the Holder of such permanent Global Security in registered
form. 

  
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 SECTION 204. Form of Legend for Global Securities. Unless otherwise specified as
contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall, in addition to the provisions contained in Sections 202 and 203, bear a legend in substantially the following
form: 
 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a
New York corporation (“DTC”), to the Company (as defined below) or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. 
 This
Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depositary or a nominee of the Depositary. This Security is exchangeable for Securities registered in the name of a person
other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and may not be transferred except as a whole by the Depositary to a nominee of the Depositary, 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 a successor Depositary. 

ARTICLE THREE 
 THE SECURITIES 

SECTION 301. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited. The Securities may be subordinated in right of payment to Senior Indebtedness as provided in Article Sixteen. 

The Securities may be issued in one or more series. There shall be established (i) in one or more Board Resolutions or (ii) pursuant
to authority granted by one or more Board Resolutions and, subject to Section 303, set forth in, or determined in the manner provided in, an Officer’s Certificate, or (iii) in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series, any or all of the following, as applicable (each of which (except for the matters set forth in clauses (1), (2) and (15) below), if so provided, may be determined from time to time by the Company with
respect to unissued Securities of the series and set forth in such Securities of the series when issued from time to time): 

(1) the form and title of the Securities of the series including CUSIP and/or ISIN numbers (which shall distinguish the
Securities of the series from all other series of Securities); 

  
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 (2) any limit upon the aggregate principal amount of the Securities of the
series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304,
305, 306, 906, 1107 or 1305 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); 

(3) the date or dates, or the method by which such date or dates will be determined or extended, on which the principal of the
Securities of the series shall be payable; 
 (4) the rate or rates at which the Securities of the series shall bear
interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrue, or the method by which such date or dates shall be determined, the Interest Payment Dates on which such
interest shall be payable, the right, if any, of the Company to defer or extend an Interest Payment Date, and the Regular Record Date, if any, for the interest payable on any Registered Security on any Interest Payment Date, or the method by which
such date or dates shall be determined, and the basis upon which interest shall be calculated if other than on the basis of a 360-day year of twelve 30-day months; 

(5) the place or places, if any, other than or in addition to the Borough of Manhattan, The City of New York, where the
principal of (and premium, if any) and interest, if any, on Securities of the series shall be payable, where any Registered Securities of the series may be surrendered for registration of transfer, where Securities of the series may be surrendered
for exchange, where Securities of the series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable and, if different than the location specified in Section 105, the place or places where notices or
demands to or upon the Company in respect of the Securities of the series and this Indenture may be served; 
 (6) the period
or periods within which, the price or prices at which, the Currency or Currencies in which, and other terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to
have that option; 
 (7) the obligation, if any, of the Company to redeem, repay or purchase Securities of the series
pursuant to any sinking fund or analogous provision or at the option of a Holder thereof, and the period or periods within which or the date or dates on which, the price or prices at which, the Currency or Currencies in which, and other terms and
conditions upon which Securities of the series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation; 

(8) if other than denominations of $2,000 and any integral multiple of $1,000 thereof, the denomination or denominations in
which any Registered Securities of the series shall be issuable; 
 (9) if other than the Trustee, the identity of each
Security Registrar and/or Paying Agent; 

  
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 (10) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502, upon redemption of the Securities of the series which are redeemable before their Stated
Maturity, upon surrender for repayment at the option of the Holder, or which the Trustee shall be entitled to claim pursuant to Section 504 or the method by which such portion shall be determined; 

(11) if other than Dollars, the Currency or Currencies in which payment of the principal of (or premium, if any) or interest,
if any, on the Securities of the series shall be made or in which the Securities of the series shall be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of any of the provisions of
Section 311; 
 (12) whether the amount of payments of principal of (or premium, if any) or interest, if any, on the
Securities of the series may be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on one or more Currencies, commodities, equity indices or other indices), and the manner
in which such amounts shall be determined; 
 (13) whether the principal of (or premium, if any) or interest, if any, on the
Securities of the series are to be payable, at the election of the Company or a Holder thereof, in one or more Currencies other than that in which such Securities are denominated or stated to be payable, the period or periods within which (including
the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency or Currencies in which such Securities are denominated or stated to be payable and
the Currency or Currencies in which such Securities are to be paid, in each case in accordance with, in addition to or in lieu of any of the provisions of Section 311; 

(14) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events
as may be specified; 
 (15) any deletions from, modifications of or additions to the Events of Default or covenants of the
Company with respect to Securities of the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein; 

(16) whether such Securities of any series are to be issuable initially as a temporary Global Security and whether beneficial
owners of interests in any such temporary Global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other
than in the manner provided in Section 305; 
 (17) the date as of which any temporary Global Security representing
Outstanding Securities shall be dated if other than the date of original issuance of the first Security of the series to be issued; 

  
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 (18) the Person to whom any interest on any Registered Security of the
series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, and the extent to which, or the manner in
which, any interest payable on a temporary Global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 304; and the extent to which, or the manner in which, any interest payable on a permanent Global
Security on an Interest Payment Date will be paid if other than in the manner provided in Section 307; 
 (19) the
applicability, if any, of Sections 1402 and/or 1403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Fourteen that shall be applicable to the Securities of the
Series. 
 (20) if Securities of the series are to be issuable in definitive form (whether upon original issue or upon
exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and/or terms of such certificates, documents or conditions; 

(21) whether, under what circumstances and the Currency in which the Company will pay Additional Amounts as contemplated by
Section 1007 on the Securities of the series to any Holder who is not a United States Person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Company
will have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option); 

(22) the designation of the initial Exchange Rate Agent, if any; 

(23) if the Securities of the series are to be issued upon the exercise of warrants, the time, manner and place for such
Securities to be authenticated and delivered; 
 (24) if the Securities of the series are to be convertible into or
exchangeable for any securities of any Person (including the Company), the terms and conditions upon which such Securities will be so convertible or exchangeable; 

(25) whether the Securities of such series are subject to subordination in right of payment to other Indebtedness of the
Company and the terms of such subordination; and 
 (26) any other terms, conditions, rights and preferences (or limitations
on such rights and preferences) relating to the series (which terms shall not be inconsistent with the requirements of the Trust Indenture Act or the provisions of this Indenture). 

All Securities of any one series shall be substantially identical except, in the case of Registered Securities, as to denomination and except
as may otherwise be provided in or pursuant to the Board Resolution referred to above or pursuant to authority granted by one or more Board Resolutions (subject to Section 303) and set forth in the Officer’s Certificate referred to above
or in any such indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened, without the consent of the Holders, for issuances of additional Securities
of such series. 

  
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 If any of the terms of the Securities of any series are established by action taken pursuant
to one or more Board Resolutions, a copy of an appropriate record of such action(s) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the issuance of the first Security of such
series. 
 With respect to the Securities of a series offered in a Periodic Offering, the Board Resolution (or action taken pursuant
thereto), Officer’s Certificate or supplemental indenture referred to above may provide general terms or parameters for Securities of such series and provide either that the specific terms for particular Securities of such series shall be
specified in a Company Order or that such terms shall be determined by the Company in accordance with other procedures specified in a Company Order as contemplated by the third paragraph of Section 303. 

SECTION 302. Denominations. The Securities of each series shall be issuable in such denominations as shall be specified as contemplated
by Section 301. With respect to Securities of any series denominated in Dollars, in the absence of any such provisions, the Registered Securities of such series, other than Registered Securities issued as a Global Security (which may be of any
denomination), shall be issuable in denominations of $2,000 and any integral multiple of $1,000 thereof. 
 SECTION 303. Execution,
Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by one of its Officers. The signature of any of these Officers on the Securities may be the manual or facsimile signatures of the present or any
future such authorized Officer and may be imprinted or otherwise reproduced on the Securities. 
 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 of any series, executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in
accordance with such Company Order shall authenticate and deliver such Securities; provided, however, that, in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time
to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee
as may be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If any Security shall be represented by a permanent Global Security, then, for purposes of
this Section and Section 304, the notation of a beneficial owner’s interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its
original issuance of such beneficial owner’s interest in such permanent Global Security. If not all the Securities of any series are to be issued at one time and if the Board Resolution, Officer’s Certificate pursuant to a Board
Resolution, or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the


  
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terms of particular Securities of such series, such as interest rate, stated maturity, date of issuance and date from which interest shall accrue. 

In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel stating in effect (subject to customary exceptions): 

(a) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; 

(b) that the terms of such Securities have been established in conformity with the provisions of this Indenture, subject, in
the case of Securities of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and 

(c) that such Securities, when completed by appropriate insertions and executed and delivered by the Company to the Trustee for
authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will be the
legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general
applicability affecting creditors’ rights generally (including, without limitation on all laws relating to fraudulent transfers) and to general principles of equity and to such other qualifications as such counsel shall conclude do not
materially affect the rights of Holders of such Securities; 
 The Trustee shall not be required to authenticate and deliver any such
Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, obligations or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to
the Trustee. Notwithstanding the generality of the foregoing, the Trustee will not be required to authenticate Securities denominated in a Foreign Currency if the Trustee reasonably believes that it would be unable to perform its duties with respect
to such Securities. 
 With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization
by the Company of any such Securities, on the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Section 201 and 301 and this
Section, as applicable, in connection with the first authentication of Securities of such series. 
 Each Security shall be dated the date
of its authentication. 
 No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless
there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive
evidence, and 

  
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the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. 

Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 309 together with a written statement stating that such Security has never been issued and sold by the Company, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. 

SECTION 304. Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and
upon receipt of a Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued, in registered form, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by
their execution of such Securities. Such temporary Securities may be represented by a Global Security. 
 Except in the case of temporary
Global Securities (which shall be exchanged in accordance with the provisions of the following paragraphs), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at
the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations. Until so exchanged the temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series. 
 (b) Unless otherwise provided in or pursuant to a Board
Resolution, this Section 304(b) shall govern the exchange of temporary Global Securities. 
 Without unnecessary delay but in any event
not later than the date specified in, or determined pursuant to the terms of, any such temporary Global Security (the “Exchange Date”), the Company shall deliver to the Trustee definitive Securities, in aggregate principal amount
equal to the principal amount of such temporary Global Security, executed by the Company. On or after the Exchange Date such temporary Global Security shall be surrendered by the Depositary to the Trustee as the Company’s agent for such
purpose, or to the Security Registrar, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary Global Security,
an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary Global Security to be exchanged. The definitive Securities to be delivered in exchange for
any such temporary Global Security shall be in registered form or as a permanent Global Security, or any 

  
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combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof. 

SECTION 305. Registration, Registration of Transfer and Exchange. (a) The Company or the Trustee shall cause to be kept at the
Corporate Trust Office of the Trustee or in any office or agency of the Company in a Place of Payment a register for each series of Securities (the registers maintained in the Corporate Trust Office of the Trustee and in any other office or agency
of the Company in a Place of Payment being herein sometimes referred to collectively as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of
Registered Securities and of transfers of Registered Securities; provided, however, that there shall be only one Security Register per series of Securities. The Security Register shall be in written form or any other form capable of
being converted into written form within a reasonable time. The Trustee is hereby initially appointed as the “Security Registrar” for the purpose of registering Registered Securities and transfers of Registered Securities as herein
provided. In the event that the Trustee shall cease to be Security Registrar, it shall have the right to examine the Security Register at all reasonable times. 

Upon surrender for registration of transfer of any Registered Security of any series at the office or agency in a Place of Payment for that
series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee, one or more new Registered Securities of the same series, of any authorized denominations and of a like aggregate principal
amount and tenor, having a number not contemporaneously outstanding and containing identical terms and provisions. 
 At the option of the
Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series, of any authorized denomination or denominations and of a like aggregate principal amount, containing identical terms and provisions,
upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive. 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. 
 Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any
permanent Global Security shall be exchangeable only as provided in this paragraph. If any beneficial owner of an interest in a permanent Global Security is entitled to exchange such interest for Securities of such series and of like tenor and
principal amount of another authorized form and denomination, as specified as contemplated by Section 301 and provided that any applicable notice provided in the permanent Global Security shall have been given, then without unnecessary
delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall deliver to the Trustee or the Security Registrar definitive Securities of that series in aggregate principal amount equal to the
principal amount of such beneficial owner’s interest in such permanent Global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, in accordance with instructions given by the Company to
the Trustee or the Security Registrar and 

  
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the Depositary, such permanent Global Security shall be surrendered from time to time by the Depositary or such other depositary as shall be specified in the Company Order with respect thereto to
the Trustee, as the Company’s agent for such purpose, or to the Security Registrar to be exchanged, in whole or from time to time in part, for definitive Securities of the same series without charge, and the Trustee shall authenticate and
deliver, in exchange for each portion of such permanent Global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent Global Security
to be exchanged which, shall be in the form of Registered Securities; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities to be redeemed
and ending on the relevant Redemption Date if the Security for which exchange is requested may be among those selected for redemption. Promptly following any such exchange in part, such permanent Global Security shall be returned by the Trustee or
the Security Registrar to the Depositary or such other depositary referred to above in accordance with the Company’s instructions. If a Registered Security is issued in exchange for any portion of a permanent Global Security after the close of
business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the
opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the
case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent Global Security
is payable in accordance with the provisions of this Indenture. 
 All Securities issued upon any registration of transfer or exchange of
Securities shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. 

Every Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the
Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. 

No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any transfer.

 If at any time the Depositary for any permanent Global Securities of any series notifies the Company that it is unwilling or unable to
continue as Depositary for such permanent Global Securities or if at any time the Depositary for such permanent Global Securities shall no longer be eligible under applicable law, the Company shall appoint a successor Depositary eligible under
applicable law with respect to such permanent Global Securities. If a successor 

  
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Depositary eligible under applicable law for such Global Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility,
the Company will execute, and the Trustee, upon receipt of the Company Order, Officer’s Certificate and Opinion of Counsel for the authentication and delivery of definitive Registered Securities of such series and tenor, will authenticate and
deliver such definitive Registered Securities of such series and tenor, in any authorized denominations, in an aggregate principal amount equal to the principal amount of such permanent Global Securities, in exchange for such permanent Global
Securities. 
 The Company may at any time and in its sole discretion determine that any permanent Global Securities of any series shall no
longer be maintained in global form. In such event the Company will execute, and the Trustee, upon receipt of the Company Order, Officer’s Certificate and Opinion of Counsel for the authentication and delivery of definitive Registered
Securities of such series and tenor, will authenticate and deliver, definitive Registered Securities of such series and tenor in any authorized denominations, in an aggregate principal amount equal to the principal amount of such permanent Global
Securities, in exchange for such permanent Global Securities. 
 The Company shall not be required (i) to issue, register the transfer
of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities of that series to be redeemed under Section 1103 or 1203 and ending at the close
of business on the day of the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being
redeemed in part, or (iii) to issue, register the transfer of or exchange any Security which has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid. 

(b) Regarding book-entry provisions for Global Securities: 

(i) Each Global Security initially shall (A) be registered in the name of the Depositary for such Global Security or the nominee of such
Depositary and (B) be delivered to the Trustee, as custodian for such Depositary. 
 Members of, or Participants in, the Depositary
(“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under such Global Security, and the Depositary may be
treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any
agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing
the exercise of the rights of a holder of any Security. 
 (ii) Transfers of a Global Security shall be limited to transfers of such Global
Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Transfers of interests in one Global Security to parties who will hold the interests through the 

  
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same Global Security will be effected in the ordinary way in accordance with the rules and operating procedures of the applicable Depositary. The provisions of the “Operating Procedures of
the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” of Euroclear and the “General Terms and Conditions of Clearstream” and “Customer Handbook” of Clearstream shall be applicable to interests
in the Global Securities that are held by Agent Members through Euroclear and Clearstream. 
 (iii) Any beneficial interest in one of the
Global Securities that is transferred to a person who takes delivery in the form of an interest in another Global Security will, upon transfer, cease to be an interest in such Global Security and become an interest in such other Global Security and,
accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Security for so long as it remains such an interest. 

(iv) In connection with any transfer of a portion of the interests in a Global Security to beneficial owners pursuant to paragraph (iii)
of this Section 305(b), the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the interest in such Global Security to be
transferred. 
 (v) In connection with the transfer of the Global Securities, in whole, to beneficial owners pursuant to paragraph (ii)
of this Section 305(b), the Global Securities shall be deemed to be surrendered to the Trustee for cancellation. 
 (vi) The registered
holder of a Global Security may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the
Senior Notes. 
 SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the
Trustee, together with, in proper cases, such security or indemnity as may be required by the Trustee to save it or any agent of it harmless, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series and of like tenor and principal amount, containing identical terms and provisions and bearing a number not contemporaneously outstanding. 

If there shall be delivered to the Company and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any
Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona
fide purchaser, the Company shall, subject to the following paragraph, execute and upon Company Order the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like
tenor and principal amount, containing identical terms and provisions and bearing a number not contemporaneously outstanding. 

  
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 Notwithstanding the provisions of the previous two paragraphs, 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, 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 of any series issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Security shall constitute
an original additional contractual obligation of the Company, whether or not the mutilated, 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 that series duly issued hereunder. 
 The provisions of this Section are exclusive and
shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 

SECTION 307. Payment of Interest; Interest Rights Preserved. Except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 301, interest, if any, on any Registered Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Security (or
one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest at the office or agency of the Company maintained for such purpose pursuant to Section 1002; provided,
however, that each installment of interest, if any, on any Registered Security may at the Company’s option be paid by (i) mailing a check for such interest, payable to or upon the written order of the Person entitled thereto
pursuant to Section 308, to the address of such Person as it appears on the Security Register or (ii) transfer to an account maintained by the payee located in the United States. 

Any interest on any Registered Security of any series that is payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (“Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election
in each case, as provided in clause (1) or (2) below: 
 (1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Registered Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be
fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Registered Security of such series and the date of the proposed payment (which shall not be less than 20
days after such notice is received by the Trustee), and at the same time the Company shall deposit with the Trustee an amount of money in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series and except, if applicable, as provided in Sections 

  
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311(b), 311(d) and 311(e)) equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or
prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the
payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given in the manner
provided in Section 106, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so given, such Defaulted Interest shall be paid to the
Persons in whose name the Registered Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2). 

(2) The Company may make payment of any Defaulted Interest on the Registered Securities of any series in any other lawful
manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment
pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. 
 SECTION 308. Persons Deemed Owners.
Prior to due presentment of a Registered Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such
Registered Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Sections 305 and 307) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security be overdue,
and none of the Company, the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary. 
 None of the
Company, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for
maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company, the Trustee and the Security Registrar shall be entitled to deal with any Depositary, and any nominee thereof, that is the Holder of any
such Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and Additional Amounts, if any, and the giving of instructions or directions by or to the
owner or holder of a beneficial ownership interest in such Global Security) as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Company, the Trustee, any Paying Agent or the Security
Registrar shall have any responsibility or liability for any acts or omissions of any such Depositary with respect to such Global Security, for the records of any such Depositary, including records in respect of beneficial ownership interests in
respect of any such Global Security, for any transactions between such 

  
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Depositary and any participant in such Depositary or between or among any such Depositary, any such participant and/or any holder or owner of a beneficial interest in such Global Security or for
any transfers of beneficial interests in any such Global Security. 
 Notwithstanding the foregoing, with respect to any Global Security,
nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by any depositary, as a Holder, with respect to such Global
Security or impair, as between such depositary and owners of beneficial interests in such Global Security, the operation of customary practices governing the exercise of the rights of such depositary (or its nominee) as Holder of such Global
Security. 
 SECTION 309. Cancellation. All Securities surrendered for payment, redemption, repayment at the option of the Holder,
registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee. All Securities so surrendered or delivered to the Trustee shall be promptly
cancelled 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 may deliver to the Trustee (or to
any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. If the Company
shall so acquire any of the Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are surrendered to the Trustee for cancellation. No
Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of by the Trustee
in accordance with its customary procedures and, if requested by the Company, certification of their disposal delivered to the Company, unless by Company Order the Company shall timely direct that cancelled Securities be returned to it. 

SECTION 310. Computation of Interest. Except as otherwise specified as contemplated by Section 301 with respect to Securities of
any series, interest, if any, on the Securities of each series shall be computed on the basis of a 360-day year consisting of twelve 30-day months. 

SECTION 311. Currency and Manner of Payments in Respect of Securities. (a) Unless otherwise specified with respect to any Securities
pursuant to Section 301, with respect to Registered Securities of any series not permitting the election provided for in paragraph (b) below or the Holders of which have not made the election provided for in paragraph (b) below,
payment of the principal of (and premium, if any) and interest, if any, on any Registered Security of such series will be made in the Currency in which such Registered Security is payable. The provisions of this Section 311 may be modified or
superseded with respect to any Securities pursuant to Section 301. 
 (b) It may be provided pursuant to Section 301 with respect
to Registered Securities of any series that Holders shall have the option, subject to paragraphs (d) and (e) below, to 

  
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receive payments of principal of (or premium, if any) or interest, if any, on such Registered Securities in any of the Currencies which may be designated for such election by delivering to the
Trustee for such series of Registered Securities a written election with signature guarantees and in the applicable form established pursuant to Section 301, not later than the close of business on the Election Date immediately preceding the
applicable payment date. If a Holder so elects to receive such payments in any such Currency, such election will remain in effect for such Holder or any transferee of such Holder until changed by such Holder or such transferee by written notice to
the Trustee for such series of Registered Securities (but any such change must be made not later than the close of business on the Election Date immediately preceding the next payment date to be effective for the payment to be made on such payment
date and no such change of election may be made with respect to payments to be made on any Registered Security of such series with respect to which an Event of Default has occurred or with respect to which the Company has deposited funds pursuant to
Article Four or Fourteen or with respect to which a notice of redemption has been given by the Company or a notice of option to elect repayment has been sent by such Holder or such transferee). Any Holder of any such Registered Security who shall
not have delivered any such election to the Trustee of such series of Registered Securities not later than the close of business on the applicable Election Date will be paid the amount due on the applicable payment date in the relevant Currency as
provided in Section 311(a). The Trustee for each such series of Registered Securities shall notify the Exchange Rate Agent as soon as practicable after the Election Date of the aggregate principal amount of Registered Securities for which
Holders have made such written election. 
 (c) Unless otherwise specified pursuant to Section 301, if the election referred to in
paragraph (b) above has been provided for pursuant to Section 301, then, unless otherwise specified pursuant to Section 301, not later than the fourth Business Day after the Election Date for each payment date for Registered
Securities of any series, the Exchange Rate Agent will deliver to the Company a written notice specifying the Currency in which Registered Securities of such series are payable, the respective aggregate amounts of principal of (and premium, if any)
and interest, if any, on the Registered Securities to be paid on such payment date, specifying the amounts in such Currency so payable in respect of the Registered Securities as to which the Holders of Registered Securities of such series shall have
elected to be paid in another Currency as provided in paragraph (b) above. If the election referred to in paragraph (b) above has been provided for pursuant to Section 301 and if at least one Holder has made such election, then,
unless otherwise specified pursuant to Section 301, on the second Business Day preceding such payment date the Company will deliver to the Trustee for such series of Registered Securities an Exchange Rate Officer’s Certificate in respect
of the Dollar or Foreign Currency payments to be made on such payment date. Unless otherwise specified pursuant to Section 301, the Dollar or Foreign Currency amount receivable by Holders of Registered Securities who have elected payment in a
Currency as provided in paragraph (b) above shall be determined by the Company on the basis of the applicable Market Exchange Rate in effect on the second Business Day (the “Valuation Date”) immediately preceding each payment
date, and such determination shall be conclusive and binding for all purposes, absent manifest error. 
 (d) If a Conversion Event occurs
with respect to a Foreign Currency in which any of the Securities are denominated or payable other than pursuant to an election provided for pursuant to paragraph (b) above, then with respect to each date for the payment of principal of (and
premium, if any) and interest, if any, on the applicable Securities denominated or payable in 

  
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such Foreign Currency occurring after the last date on which such Foreign Currency was used (the “Conversion Date”), the Dollar shall be the Currency of payment for use on each
such payment date. Unless otherwise specified pursuant to Section 301, the Dollar amount to be paid by the Company to the Trustee and by the Trustee or any Paying Agent to the Holders of such Securities with respect to such payment date shall
be, in the case of a Foreign Currency other than a currency unit, the Dollar Equivalent of the Foreign Currency or, in the case of a currency unit, the Dollar Equivalent of the Currency Unit, in each case as determined by the Exchange Rate Agent in
the manner provided in paragraph (f) or (g) below. 
 (e) Unless otherwise specified pursuant to Section 301, if the Holder of a
Registered Security denominated in any Currency shall have elected to be paid in another Currency as provided in paragraph (b) above, and a Conversion Event occurs with respect to such elected Currency, such Holder shall receive payment in the
Currency in which payment would have been made in the absence of such election; and if a Conversion Event occurs with respect to the Currency in which payment would have been made in the absence of such election, such Holder shall receive payment in
Dollars as provided in paragraph (d) of this Section 311. 
 (f) The “Dollar Equivalent of the Foreign Currency”
shall be determined by the Exchange Rate Agent and shall be obtained for each subsequent payment date by converting the specified Foreign Currency into Dollars at the Market Exchange Rate on the Conversion Date. 

(g) The “Dollar Equivalent of the Currency Unit” shall be determined by the Exchange Rate Agent and subject to the provisions
of paragraph (h) below shall be the sum of each amount obtained by converting the Specified Amount of each Component Currency into Dollars at the Market Exchange Rate for such Component Currency on the Valuation Date with respect to each
payment. 
 (h) For purposes of this Section 311, the following terms shall have the following meanings: 

A “Component Currency” shall mean any Currency which, on the Conversion Date, was a component currency of the
relevant currency unit. 
 A “Specified Amount” of a Component Currency shall mean the number of units of
such Component Currency or fractions thereof which were represented in the relevant currency unit, on the Conversion Date. If after the Conversion Date the official unit of any Component Currency is altered by way of combination or subdivision, the
Specified Amount of such Component Currency shall be divided or multiplied in the same proportion. If after the Conversion Date two or more Component Currencies are consolidated into a single currency, the respective Specified Amounts of such
Component Currencies shall be replaced by an amount in such single Currency equal to the sum of the respective Specified Amounts of such consolidated Component Currencies expressed in such single Currency, and such amount shall thereafter be a
Specified Amount and such single Currency shall thereafter be a Component Currency. If after the Conversion Date any Component Currency shall be divided into two or more currencies, the Specified Amount of such Component Currency shall be replaced
by amounts of such two or more currencies, having an aggregate Dollar Equivalent value at the Market 

  
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Exchange Rate on the date of such replacement equal to the Dollar Equivalent value of the Specified Amount of such former Component Currency at the Market Exchange Rate immediately before such
division and such amounts shall thereafter be Specified Amounts and such currencies shall thereafter be Component Currencies. If, after the Conversion Date of the relevant currency unit, a Conversion Event (other than any event referred to above in
this definition of “Specified Amount”) occurs with respect to any Component Currency of such currency unit and is continuing on the applicable Valuation Date, the Specified Amount of such Component Currency shall, for purposes of
calculating the Dollar Equivalent of the Currency Unit, be converted into Dollars at the Market Exchange Rate in effect on the Conversion Date of such Component Currency. 

“Election Date” shall mean the Regular Record Date for the applicable series of Registered Securities or at
least 16 days prior to Maturity, as the case may be, or such other prior date for any series of Registered Securities as specified pursuant to clause (13) of Section 301 by which the written election referred to in Section 311(b) may
be made. 
 All decisions and determinations of the Exchange Rate Agent regarding the Dollar Equivalent of the Foreign Currency, the Dollar
Equivalent of the Currency Unit, the Market Exchange Rate and changes in the Specified Amounts as specified above shall be in its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding
upon the Company, the Trustee for the appropriate series of Securities and all Holders of such Securities denominated or payable in the relevant Currency. The Exchange Rate Agent shall promptly give written notice to the Company and the Trustee for
the appropriate series of Securities of any such decision or determination. 
 In the event that the Company determines in good faith that a
Conversion Event has occurred with respect to a Foreign Currency, the Company will immediately give written notice thereof to the Trustee for the appropriate series of Securities and to the Exchange Rate Agent (and the Trustee will promptly
thereafter give notice in the manner provided for in Section 106 to the affected Holders) specifying the Conversion Date. In the event the Company so determines that a Conversion Event has occurred with respect to any currency unit in which
Securities are denominated or payable, the Company will immediately give written notice thereof to the Trustee of the appropriate series of Securities and to the Exchange Rate Agent (and such Trustee will promptly thereafter give notice in the
manner provided in Section 106 to the affected Holders) specifying the Conversion Date and the Specified Amount of each Component Currency on the Conversion Date. In the event the Company determines in good faith that any subsequent change in
any Component Currency as set forth in the definition of Specified Amount above has occurred, the Company will similarly give written notice to the Trustee of the appropriate series of Securities and the Exchange Rate Agent. The Trustee of the
appropriate series of Securities shall be fully justified and protected in relying and acting upon information received by it from the Company and the Exchange Rate Agent and shall not otherwise have any duty or obligation to determine the accuracy
or validity of such information independent of the Company or the Exchange Rate Agent. 
 SECTION 312. Appointment and Resignation of
Successor Exchange Rate Agent. (a) Unless otherwise specified pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a 

  
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Currency other than Dollars, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so
required, at least one Exchange Rate Agent. The Company will cause the Exchange Rate Agent to make the necessary foreign exchange determinations at the time and in the manner specified pursuant to Section 301 for the purpose of determining the
applicable rate of exchange and, if applicable, for the purpose of converting the issued Currency into the applicable payment Currency for the payment of principal (and premium, if any) and interest, if any, pursuant to Section 311. 

(b) No resignation of the Exchange Rate Agent and no appointment of a successor Exchange Rate Agent pursuant to this Section shall become
effective until the acceptance of appointment by the successor Exchange Rate Agent as evidenced by a written instrument delivered to the Company and the Trustee of the appropriate series of Securities accepting such appointment executed by the
successor Exchange Rate Agent. 
 (c) If the Exchange Rate Agent shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of the Exchange Rate Agent for any cause with respect to the Securities of one or more series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor Exchange Rate Agent or Exchange Rate
Agents with respect to the Securities of that or those series (it being understood that any such successor Exchange Rate Agent may be appointed with respect to the Securities of one or more or all of such series and that, unless otherwise specified
pursuant to Section 301, at any time there shall only be one Exchange Rate Agent with respect to the Securities of any particular series that are originally issued by the Company on the same date and that are initially denominated and/or
payable in the same Currency). 
 SECTION 313. CUSIP Numbers. The Company in issuing the Securities may use “CUSIP”,
“CINS” or “ISIN” numbers (if then generally in use), and, if so, the Trustee shall indicate the respective “CUSIP”, “CINS” or “ISIN” numbers of the Securities in notices of redemption as a
convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of redemption and that reliance may be
placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall advise the Trustee as promptly as practicable in writing of any
change in the CUSIP, CINS or ISIN numbers. 
 ARTICLE FOUR 

SATISFACTION AND DISCHARGE 

SECTION 401. Satisfaction and Discharge of Indenture. Except as set forth below, this Indenture shall upon Company Request cease to be
of further effect with respect to any series of Securities specified in such Company Request (except as to any surviving rights of registration of transfer or exchange of Securities of such series expressly provided for herein or pursuant hereto,
any surviving rights of tender for repayment at the option of the Holders and any right to receive Additional Amounts as contemplated by Section 1007) and the Trustee, upon 

  
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receipt of a Company Order and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series when 

(1) either 

(A) all Securities of such series theretofore authenticated and delivered (other than (i) Securities which have been
destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Securities for whose payment money has theretofore been deposited in trust with the Trustee or any Paying Agent or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or 

(B) all Securities of such series 

(i) have become due and payable, or 

(ii) will become due and payable at their Stated Maturity within one year, or 

(iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, 
 and the
Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, solely for the benefit of the Holders, an amount in the Currency in which the
Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest, if any, to the date of
such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; 

(2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and 

(3) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been complied with. 

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 606, the
obligations of the Trustee to any Authenticating Agent under Section 612 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under
Section 402 and the last paragraph of Section 1003 shall survive such satisfaction and discharge of this Indenture. 

  
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 SECTION 402. Application of Trust Money. Subject to the provisions of the last
paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent), to the Persons entitled thereto, of the principal (and premium, if any) and interest, if any, for whose payment such money has been deposited with or received by the
Trustee. 
 ARTICLE FIVE 

REMEDIES 
 SECTION 501. Events
of Default. “Event of Default”, wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary
or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), unless it is either inapplicable to a particular series or is specifically
deleted or modified in or pursuant to the supplemental indenture, Officer’s Certificate or a Board Resolution establishing such series of Securities or is in the form of Security for such series: 

(1) default in the payment of any interest on any Security of that series, when such interest becomes due and payable, and
continuance of such default for a period of 30 days; or 
 (2) default in the payment of the principal of (or premium, if
any, on) any Security of that series at its Maturity; or 
 (3) default in the performance, or breach, of any covenant or
agreement of the Company in this Indenture which affects or is applicable to the Securities of that series (other than a default in the performance, or breach, of a covenant or agreement which is specifically dealt with elsewhere in this Section) or
which has expressly been included in this Indenture solely for the benefit of a series of Securities other than that series, and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified
mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of all Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a “Notice of Default” hereunder; or 
 (4) the entry by a court having jurisdiction
in the premises of (A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order
adjudging the Company as bankrupt or insolvent, or 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 custodian, 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


  
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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 

(5) the commencement by the Company of a voluntary case or proceeding under any applicable federal or state bankruptcy,
insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding 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 or taking possession by a custodian, receiver,
liquidator, assignee, trustee, or 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 

(6) any other Event of Default provided pursuant to Section 301 or 901 with respect to Securities of that series. 

SECTION 502. Acceleration of Maturity; Rescission and Annulment. If an Event of Default described in clause (1), (2), (3), or
(6) of Section 501 with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that
series may, and the Trustee at the request of such Holders shall, declare immediately due and payable, by a notice in writing to the Company (and to the Trustee if given by Holders) the unpaid principal (or, if the Securities of that series are
Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of (and premium, if any) and accrued interest in respect of any Security then Outstanding in that series (the “Default
Amount”). Upon any such declaration, the Default Amount shall become immediately due and payable on all Outstanding Securities of that series. Notwithstanding any other provision of this Section 502, if an Event of Default specified in
clause (4) or (5) of Section 501 occurs, then the Default Amount shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 

At any time after a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if 
 (1) the Company has paid or deposited with the Trustee a sum
sufficient to pay, 
 (A) all overdue interest, if any, on all Outstanding Securities of that series, 

  
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 (B) all unpaid principal of (and premium, if any, on) any Outstanding
Securities of that series which has become due otherwise than by such declaration of acceleration, and interest on such unpaid principal at the rate or rates prescribed therefor in such Securities, 

(C) to the extent that payment of such interest is lawful, interest on overdue interest, if any, at the rate or rates
prescribed therefor in such Securities, and 
 (D) all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and 
 (2) all Events of Default
with respect to Securities of that series, other than the non-payment of amounts of principal of (or premium, if any, on) or interest on Securities of that series which have become due solely by such
declaration of acceleration, have been cured or waived as provided in Section 513. No such rescission shall affect any subsequent default or impair any right consequent thereon. 

SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if 

(1) default is made in the payment of any installment of interest on any Security when such interest becomes due and payable
and such default continues for a period of 30 days, or 
 (2) default is made in the payment of the principal of (or premium,
if any, on) any Security at the Maturity thereof, 
 then the Company will, upon demand of the Trustee, pay to the Trustee for the benefit of the Holders of
such Securities, the whole amount then due and payable on such Securities for principal (and premium, if any) and interest, if any, and interest on any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be
legally enforceable, upon any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
 If the Company fails to pay such amounts
forthwith upon such demand, the Trustee, in its own name as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce
the same against the Company or any other obligor upon such Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever
situated. 
 If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion
proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific


  
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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 504. 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,
premium, if any, or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, 
 (i) to
file and prove a claim for the whole amount of principal (and premium, if any), or such portion of the principal amount of any series of Original Issue Discount Securities or Indexed Securities as may be specified in the terms of such series, and
interest, if any, owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and 

(ii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

 and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 606. 
 Subject
to Article Eight and Section 902 and unless otherwise provided as contemplated by Section 301, nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 

SECTION 505. Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the
Holders of the Securities in respect of which such judgment has been recovered. 

  
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 SECTION 506. Application of Money Collected. Any money collected by the Trustee
pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, if any, upon presentation of the
Securities, 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 (including any predecessor Trustee) under Section 606; 

Second: Subject to Article Fifteen, to the payment of the amounts then due and unpaid upon the Securities for principal of (and
premium, if any) and interest, if any, on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities
for principal (and premium, if any) and interest, if any, respectively; and 
 Third: To the payment of the balance, if any,
to the Person or Persons designated in writing by the Company or as a court of competent jurisdiction shall direct in a final, non-appealable judgment. 

SECTION 507. 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 

(1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the
Securities of that series; 
 (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that
series, shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 

(3) such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and
liabilities to be incurred in compliance with such request; 
 (4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; and 
 (5) no direction inconsistent with such
written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; 

it being understood and intended that no one or more of such Holders shall have any right 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, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all Holders. 

  
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 SECTION 508. Unconditional Right of Holders 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, as provided herein (including, if applicable, Article Fourteen) or in such
Security, of the principal of (and premium, if any) and (subject to Section 307) interest, if any, on, such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date or, in
the case of repayment at the option of the Holders on the Repayment Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 

SECTION 509. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the
Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been
instituted. 
 SECTION 510. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 

SECTION 511. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Security to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 

SECTION 512. Control by Holders. With respect to the Securities of any series, the Holders of not less than a majority in principal
amount of the Outstanding Securities of such series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with
respect to the Securities of such series, provided that: 
 (1) such direction shall not be in conflict with any rule
of law or with this Indenture, 
 (2) the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction, and 

  
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 (3) the Trustee may refuse to take any action which, in the opinion of
counsel to the Trustee, is unduly prejudicial to other Holders of Securities of such series not consenting or would subject the Trustee to personal liability. 

SECTION 513. Waiver of Past Defaults. Subject to Section 502, 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 Securities of such series and its consequences, except a default 

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

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

SECTION 514. 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 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. 
 SECTION 515. Undertaking for
Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in
the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorney’s fees and expenses, against any party litigant in the suit, having due regard to the merits and
good faith of the claims or defenses made by the party litigant. This Section 515 does not apply to a suit by the Trustee, a suit by the Company, a suit by a Holder pursuant to Section 508 hereof, or a suit by Holders of more than 10% in
principal amount of the then Outstanding Securities. 
 ARTICLE SIX 

THE TRUSTEE 
 SECTION 601.
Notice of Defaults. Within 90 days after the occurrence of any Default hereunder with respect to the Securities of any series, the Trustee shall transmit in the 

  
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manner and to the extent provided in Section 313(c) of the Trust Indenture Act, notice of such Default hereunder known to a Responsible Officer of the Trustee, unless such Default shall have
been cured or waived; provided, however, that, except in the case of a Default in the payment of the principal of (or premium, if any) or interest, if any, on any Security of such series or in the payment of any sinking fund
installment 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 determine that the withholding of such notice is in the interest of the Holders of Securities of such series; and provided, further, that in the case of any Default of the character specified in
Section 501(3) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof. 

SECTION 602. Certain Duties, Responsibilities and Rights of Trustee. 

(a) The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act; provided, that
(i) notwithstanding Section 315(a)(2) of the Trust Indenture Act, the Trustee need not confirm or investigate the accuracy of any mathematical calculations or other facts stated in the certificates or opinions referred to therein, and
(ii) except during the continuance of an Event of Default, no implied covenants or obligations shall be read into this Indenture against the Trustee. 

(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her 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 bad faith or willful misconduct, except that 
 (1) this Section 602(c) shall not be
construed to limit the effect of Section 602(a) above; 
 (2) the Trustee shall not be liable for any error of judgement
made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and 

(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance
with the direction of the Holders of a majority in principal amount of the Outstanding Securities of any series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture with respect to the Securities of such series. 
 (d) Subject to the provisions of
Sections 315(a) through 315(d) of the Trust Indenture Act: 

  
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 (1) the Trustee may rely and shall be protected in acting or refraining from
acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document (whether in its original or facsimile form)
believed by it to be genuine and to have been signed or presented by the proper party or parties; 
 (2) any request or
direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order (other than delivery of any Security to the Trustee for authentication and delivery pursuant to Section 303 which shall be
sufficiently evidenced as provided therein), and any resolution of the Board of Directors of the Company may be sufficiently evidenced by a Board Resolution; 

(3) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a Board Resolution, an Opinion of Counsel and/or an
Officer’s Certificate; 
 (4) the Trustee may consult with counsel of its own selection and the written advice of such
counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 

(5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the
request or direction of any of the Holders of Securities of any series pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or direction; 
 (6) the Trustee shall not be bound
to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness 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 in good faith shall determine to make such further inquiry or investigation, it shall be
entitled upon reasonable notice and at reasonable times during normal business hours to examine the books, records and premises of the Company, personally or by agent or attorney; 

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

(8) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the
Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture; 

  
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 (9) the rights, privileges, protections, immunities and benefits given to
the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder; 

(10) the Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations hereunder
arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of
God, and interruptions, loss or malfunctions of utilities or communications services; it being understood that the Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances; 
 (11) in no event shall the Trustee be responsible or liable
for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of
the form of action; and 
 (12) the Trustee shall not be required to give any bond or surety in respect of the performance of
its powers and duties hereunder. 
 The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it. 
 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 602. 
 SECTION
603. Trustee Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except for the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and
neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities, except that the Trustee represents that
it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility on Form T-1
supplied to the Company are true and accurate, subject to the qualifications set forth therein. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.

 SECTION 604. May Hold Securities. The Trustee, any Paying Agent, any Security Registrar, any Authenticating Agent or any other
agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise deal with the Company with the same rights it would have
if it were not Trustee, Paying Agent, Security Registrar, Authenticating Agent or such other agent. 

  
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 SECTION 605. 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 or for the investment thereof. 

SECTION 606. Compensation, Indemnification and Reimbursement. The Company agrees: 

(1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder as has been
agreed upon from time to time in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 

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

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

When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(4) or (5), the
expenses (including reasonable charges and expense of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law.

 The provisions of this Section shall survive the satisfaction and discharge of this Indenture, the termination of this Indenture for any
reason and the earlier resignation or removal of the Trustee. 
 SECTION 607. Corporate Trustee Required; Eligibility. There shall at
all times be a Trustee hereunder which shall be eligible to act as Trustee under Section 310(a)(1) of the Trust Indenture Act and shall have a combined capital and surplus of at least $50,000,000. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of Federal, State, Territorial or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such 

  
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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 shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. 

SECTION 608. Disqualification; Conflicting Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of
the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. 

SECTION 609. Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 610. 

(b) Subject to Section 609(a) hereof, the Trustee may resign at any time with respect to the Securities of one or more series by giving
written notice thereof to the Company. 
 (c) The Trustee may be removed at any time with respect to the Securities of any series by
(i) the Company, by an Officer’s Certificate delivered to the Trustee, provided that contemporaneously therewith (x) the Company immediately appoints a successor Trustee with respect to the Securities of such series meeting the
requirements of Section 607 hereof and (y) the terms of Section 610 hereof are complied with in respect of such appointment (the Trustee being removed hereby agreeing to execute the instrument contemplated by Section 610(b)
hereof, if applicable, under such circumstances) and provided, further, that no Default with respect to such Securities shall have occurred and then be continuing at such time or (ii) Act of the Holders of not less than a majority
in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company. 
 (d) If at any time: 

(1) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act after written
request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or 

(2) the Trustee shall cease to be eligible under Section 607 and shall fail to resign after written request therefor by
the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or 
 (3) the Trustee
shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, 
 then, in any such case, (i) the Company, by or pursuant to an Officer’s Certificate,
may remove the Trustee and appoint a successor Trustee with respect to all Securities, or (ii) subject to Section 315(e) of the Trust Indenture Act, any Holder who has been a bona fide Holder of a Security for at least six months may, on
behalf of himself and all others similarly situated, 

  
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petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. 

(e) If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of a
notice of resignation or the delivery of an Act of removal, the Trustee resigning or being removed may petition any court of competent jurisdiction for the appointment of a successor Trustee. 

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

SECTION 610. Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to
all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee,
such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim provided for in Section 606. 

  
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 (b) In case of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor
Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be
deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees as co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein
and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of such successor Trustee relates, subject nevertheless to its claim provided for in Section 606. Whenever there is a successor Trustee with respect to one or more (but
less than all) series of securities issued pursuant to this Indenture, the terms “Indenture” and “Securities” shall have the meanings specified in the provisos to the respective definitions of those terms in Section 101
which contemplate such situation. 
 (c) Upon request of any such successor Trustee, the Company shall execute any and all instruments for
more fully and certainly vesting in and confirming to such successor Trustee all rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be. 

(d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article. 
 SECTION 611. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which
the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all
the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect as if such 

  
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successor Trustee had itself authenticated such Securities. In case any of the Securities shall not have been authenticated by such predecessor Trustee, any successor Trustee may authenticate
such Securities either in the name of any predecessor hereunder or in the name of the successor Trustee. In all such cases such certificates shall have the full force and effect which this Indenture provides for the certificate of authentication of
the Trustee; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors
by merger, conversion or consolidation. 
 SECTION 612. Appointment of Authenticating Agent. At any time when any of the Securities
remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents which may be an Affiliate or Affiliates of the Company 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 and the Trustee shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in
Section 106. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an
instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the
Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United States
of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State
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, 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, it shall resign immediately in the manner and with the effect specified in this Section. 
 Any corporation into which an
Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or further
act on the part of the Trustee or the Authenticating Agent. 
 An Authenticating Agent for any series of Securities may resign at any time
by giving written notice thereof to the Trustee for such series and to the Company. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by 

  
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giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee for such series may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall promptly give written notice of such
appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall
become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this
Section. 
 The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this
Section. 
 If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have
endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the following form: 

Dated:
                                     

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

 

			
	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	as Trustee
		
	By	 	 
		 	as Authenticating Agent
		
	By	 	 
		 	Authorized Officer


 ARTICLE SEVEN 

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 

SECTION 701. Disclosure of Names and Addresses of Holders. Every Holder, by receiving and holding the same, agrees with the Company and
the Trustee that none of the Company or the Trustee or any agent of either of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with Section 312 of the
Trust Indenture Act, regardless of the source from which such 

  
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information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 312(b) of the Trust Indenture Act. 

SECTION 702. Preservation of Information; Communications to Holders. (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished. 
 (b)
The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and duties of the Trustee, shall be as provided by the Trust Indenture Act. 

(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 nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act. 

SECTION 703. Reports by Trustee. If required by Section 313(a) of the Trust Indenture Act, within 60 days after March 15 of
each year commencing with the first March 15 after the first issuance of Securities pursuant to this Indenture, the Trustee shall transmit to the Holders of Securities, in the manner and to the extent provided in Section 313(c) of the
Trust Indenture Act, a brief report dated as of such March 15. 
 A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange, if any, upon which the Securities are listed, with the Commission, and with the Company. 

SECTION 704. Reports by Company. The Company shall: 

(1) 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 files with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act (which filing with the Trustee will be satisfied to the extent that any such filing by the Company with the Commission is publicly available on the Commission’s EDGAR system (or any
successor thereto)), provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to the EDGAR system (or its successor), and 

(2) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the
Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations (which filing with the
Trustee will be satisfied to the extent that any such filing by the Company with the Commission is publicly available on the Commission’s EDGAR 

  
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system (or any successor thereto)), provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have
been filed pursuant to the EDGAR system (or its successor). 
 The Trustee shall transmit by mail to the Holders of
Securities, within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, such summaries of any information, documents and reports required to be filed by the
Company pursuant to paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission. 

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such
shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to
rely exclusively on Officer’s Certificates). 
 SECTION 705. Calculation of Original Issue Discount. Upon reasonable request of
the Trustee, the Company shall file with the Trustee promptly at the end of each calendar year a written notice specifying the amount of original issue discount (including daily rates and accrual periods), if any, accrued on Outstanding Securities
as of the end of such year. 
 ARTICLE EIGHT 

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 

SECTION 801. Company May Consolidate, etc., Only on Certain Terms. The Company may not consolidate or merge with or into another
corporation, or sell or convey all or substantially all of its property and assets to another Person unless: (i) immediately after such consolidation, merger, sale or conveyance no Event of Default shall have occurred and be continuing;
(ii) the surviving Person in such consolidation or merger (if other than the Company) or Person to whom such property and assets are sold or conveyed (if other than the Company) is a corporation organized under the laws of the United States or
any state thereof, and such Person (if other than the Company) through a supplemental indenture assumes payment of the principal of (premium, if any, on) and interest on, the Outstanding Securities of the applicable series and the performance and
observance of all the covenants and conditions of this Indenture with respect to the Company, and (iii) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, sale or conveyance and such supplemental indenture comply with the applicable provisions of the Indenture and that all conditions precedent therein provided for relating to such consolidation, merger, sale or conveyance have
been complied with. The Company may consolidate or merge with or into, or sell or convey all or substantially all of its property and assets to, any Subsidiary of the Company. For purposes of this Section, “sell or convey all or substantially
all of its property and assets” shall mean property and assets contributing in the aggregate at least 80% of the Company’s total consolidated revenues as reported in the Company’s last available periodic financial report (quarterly or
annual, as the case may be) filed with the Commission. 

  
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 SECTION 802. Successor Person Substituted. Upon any consolidation by the Company with
or merger by the Company into any other Person or any sale or conveyance of all or substantially all of the property and assets of the Company to any Person in accordance with Section 801, the successor Person formed by such consolidation or
into which the Company is merged or to which such sale or conveyance is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had
been named as the Company herein, and in the event of any such sale or conveyance, the Company (which term shall for this purpose mean the Person named as the “Company” in the first paragraph of this Indenture or any successor Person which
shall theretofore become such in the manner described in Section 801), shall be discharged of all obligations and covenants under this Indenture and the Securities, and may be dissolved or liquidated. 

ARTICLE NINE 
 SUPPLEMENTAL
INDENTURES 
 SECTION 901. Supplemental Indentures Without Consent of Holders. Unless otherwise specified in Section 902,
without the consent of any Holders, the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes: 

(1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of
the Company contained herein and in the Securities; or 
 (2) to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are being included solely for the benefit of such series) or to surrender any right or
power herein conferred upon the Company; or 
 (3) to add any additional Events of Default (and if such Events of Default are
to be for the benefit of less than all series of Securities, stating that such Events of Default are being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default,
such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit
the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default;
or 
 (4) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination
shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or 

  
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 (5) to secure the Securities pursuant to the requirements of
Section 1009 or otherwise; or 
 (6) to establish the form or terms of Securities of any series as permitted by Sections
201 and 301; or 
 (7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with
respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or 

(8) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision
herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the interests of the Holders of Securities of any series in any material
respect; or 
 (9) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or
facilitate the defeasance and discharge of any series of Securities pursuant to Sections 401, 1402 and 1403; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other
series of Securities in any material respect. 
 SECTION 902. Supplemental Indentures with Consent of Holders. With the consent of
the Holders of not less than a majority in aggregate principal amount of all Outstanding Securities of each series affected by such supplemental indenture (all such series voting together as a single class), by Act of said Holders delivered to the
Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture which affect such series of Securities or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each Outstanding Security of each such series affected thereby, 

(1) change the Stated Maturity of the principal of (or premium, if any, on) or any installment of principal of or interest on
any Security, or change the terms of any sinking fund with respect to any Security, or reduce the principal amount thereof or the rate of interest, if any, thereon, or any premium payable upon the redemption thereof, or repayment thereof at the
option of the Holder, or change any obligation of the Company to pay Additional Amounts contemplated by Section 1007 (except as contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the amount of the principal of
an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or upon the redemption thereof or the amount thereof provable in bankruptcy pursuant to
Section 504, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where, or the Currency in which, any Security or any premium or interest thereon is payable,


  
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or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption or repayment at the option of the Holder, on
or after the Redemption Date or Repayment Date, respectively) or modify the provisions of this Indenture with respect to the mandatory redemption of Securities or repayment of the Securities at the option of the Holder in a manner adverse to any
Holder of any Securities, or adversely affect any right to convert or exchange any Security as may be provided pursuant to Section 301 herein, or 

(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is
required for any such supplemental indenture, or the consent of whose Holders is required for any waiver with respect to such series of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences
provided for in this Indenture, or 
 (3) modify any of the provisions of this Section, Section 513 or
Section 1011, except to increase any such percentage or to provide that certain other provisions of this Indenture which affect such series 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 of a Security with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the
deletion of this proviso, in accordance with the requirements of Sections 610(b) and 901(8), or 
 (4) modify any of the
provisions of this Indenture relating to the subordination of Securities in a manner adverse to any Holders. 
 It shall not be necessary
for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included
solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series. 
 The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such
supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90
days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. 

SECTION 903. Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled 

  
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to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 

SECTION 904. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture
shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

 SECTION 905. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to
the requirements of the Trust Indenture Act as then in effect. 
 SECTION 906. Reference in Securities to Supplemental Indentures.
Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for
in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company
and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. 
 SECTION 907. Effect on Senior
Indebtedness. No supplemental indenture shall materially adversely affect the rights of any holder of Senior Indebtedness under Article Sixteen without the consent of such holder. 

ARTICLE TEN 
 COVENANTS 

SECTION 1001. Payment of Principal, Premium, if any, and Interest. The Company covenants and agrees for the benefit of the Holders of
each series of Securities that it will duly and punctually pay, in the Currency or Currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series), the
principal of (and premium, if any) and interest, if any, on the Securities of that series in accordance with the terms of the Securities and this Indenture. 

SECTION 1002. Maintenance of Office or Agency. The Company will maintain in each Place of Payment for such series of Securities an
office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series that are convertible or
exchangeable may be surrendered for conversion or exchange, as applicable and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. 

  
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 The Company will give prompt notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the same as its agent to receive such respective presentations, surrenders, notices and demands. 

The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency. Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each
series of Securities the office or agency of the Trustee, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent and as its agent to receive all such presentations, surrenders, notices and demands. 

Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series
(i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such
series of Securities, or as so required, at least one Exchange Rate Agent. 
 SECTION 1003. Money for Securities Payments to Be Held in
Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (or premium, if any) or interest, if any, on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such
series and except, if applicable, as provided in Sections 311(b), 311(d) and 311(e)) sufficient to pay the principal of (or premium, if any) or interest, if any, on Securities of such series so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. 
 Whenever the
Company shall have one or more Paying Agents for any series of Securities, it will, prior to or on each due date of the principal of (or premium, if any) or interest, if any, on any Securities of that series, deposit with a Paying Agent a sum (in
the Currency described in the preceding paragraph) sufficient to pay the principal (or premium, if any) or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or
interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. 

The Company will cause each Paying Agent for any series of Securities (other than the Trustee) to execute and deliver to the Trustee an
instrument in which such Paying Agent 

  
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shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: 

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

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

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

Except as provided in the Securities of any series, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (or premium, if any) or interest, if any, on any Security of any series, and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall, unless otherwise
required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, look only to the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may
at the expense of the Company cause to be published once, in an Authorized Newspaper in each Place of Payment, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be repaid to the Company. 
 SECTION 1004. Corporate
Existence. Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights (charter and statutory) and franchises; provided,
however, that the Company shall not be required to preserve any such right or franchise if its Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of its business. 

SECTION 1005. Maintenance of Principal Properties. The Company will cause all Principal Properties used or useful in the conduct of its
business or the business of a 

  
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Restricted Subsidiary of the Company to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section shall prevent the Company from discontinuing the maintenance of any of such properties or prevent or restrict the sale, abandonment or other disposition of any of such properties if such
action is, in the judgment of the Company, desirable in the conduct of the business of the Company and its Subsidiaries as a whole. 

SECTION 1006. Payment of Taxes and Other Claims. The Company will pay or discharge or cause to be paid or discharged, before the same
shall become delinquent, (a) all material taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary of the Company or upon the income, profits or property of the Company or any Subsidiary of the Company,
and (b) all material lawful claims for labor, materials and supplies which, if unpaid, might by law become a Lien upon the property of the Company or any Subsidiary of the Company; provided, however, that the Company shall not be
required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith. 

SECTION 1007. Additional Amounts. If any Securities of a series provide for the payment of additional amounts to any Holder who is not
a United States Person in respect of any tax, assessment or governmental charge (“Additional Amounts”), the Company will pay to the Holder of any Security of such series such Additional Amounts as may be specified as contemplated by
Section 301. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or premium, if any) or interest, if any, on, or in respect of, any Security of a series or the net proceeds received on the sale or
exchange of any Security of a series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for by the terms of such series established pursuant to Section 301 to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to such terms and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in
those provisions hereof where such express mention is not made. 
 Except as otherwise specified as contemplated by Section 301, if the
Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity,
the first day on which a payment of principal (and premium, if any) is made), and at least 10 days prior to each date of payment of principal (and premium, if any) or interest if there has been any change with respect to the matters set forth in the
below-mentioned Officer’s Certificate, the Company will furnish the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer’s Certificate instructing the Trustee and such Paying
Agent or Paying Agents whether such payment of principal of (and premium, if any, on) or interest on the Securities of that series shall be made to Holders of Securities of that series who are not United States Persons without withholding for or on
account of any tax, assessment or other governmental charge described in the Securities of the series. If any such withholding shall be required, then such Officer’s Certificate shall specify by


  
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country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series and the Company will pay to the Trustee or such Paying Agent the Additional
Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence, bad faith or willful
misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer’s Certificate furnished pursuant to this Section; provided that this sentence shall survive the termination
of this Indenture and the earlier resignation or removal of the Trustee. 
 SECTION 1008. Statement as to Compliance. (a) The Company
shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof so long as any Security is Outstanding hereunder, an Officer’s Certificate, stating that in the course of the
performance by the signatory of his or her duties as such officer of the Company, they would normally obtain knowledge of any Default by the Company in the performance or fulfillment of any covenant, agreement or condition contained in this
Indenture, and stating whether or not they have obtained knowledge of any such Default existing on the date of such statement and, if so, specifying each such Default of which the signatory has knowledge and the nature thereof. 

(b) The Company will, so long as any of the Securities of any series are Outstanding, deliver to the Trustee, as promptly as practicable upon
any officer listed in (a) above becoming aware of any Default, Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture, an Officer’s Certificate specifying such Default, Event of
Default, default or event of default and what action the Company is taking or proposes to take with respect thereto and the status thereof. 

SECTION 1009. Limitation on Liens. The Company shall not create, assume or suffer to exist any Lien on any of its property or assets,
without securing the Securities of any applicable series equally and ratably with (or prior to) such secured Indebtedness; provided, however, that the foregoing shall apply only to Liens which in the aggregate exceed 15% of the
Company’s total consolidated assets as of the end of the Company’s most recent accounting period preceding the creation or assumption of any such Lien (reduced by any Attributable Debt with respect to any Sale and Leaseback Transaction
permitted under Section 1010 below). With respect to any series of Securities, this restriction will not apply to Finance Leases or to Indebtedness secured by (a) Liens existing on the original issue date of such series of Securities, as
applicable, and Liens on property of, or Indebtedness of, any Person at the time such Person becomes a Subsidiary (whether by acquisition or otherwise, including through merger or consolidation), (b) Liens in favor of the Company or a Subsidiary of
the Company, (c) Liens existing at the time of acquisition of the assets secured thereby (including acquisition through merger or consolidation) and purchase money Liens, and (d) any extension, renewal, replacement or refunding of any Lien
referred to in the foregoing clauses (a) through (c), inclusive. 
 SECTION 1010. Limitation on Sale and Leaseback Transactions.
The Company shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Principal Property unless (a) such Sale and Leaseback Transaction involves a lease for a term of not
more than three years; (b) such Sale and Leaseback 

  
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Transaction is between the Company and a Subsidiary of the Company or between Subsidiaries of the Company; (c) the Company or such Restricted Subsidiary would be entitled to incur
indebtedness secured by a Lien on such Principal Property involved in such Sale and Leaseback Transaction at least equal in amount to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to the first sentence of the
“Limitations on Liens” covenant in Section 1009 above without being required to equally and ratably secure the Securities of any applicable series pursuant to such covenant; (d) the proceeds of such Sale and Leaseback Transaction
are at least equal to the fair market value of such Principal Property (as determined in good faith by the Board of Directors of the Company) and the Company applies an amount equal to the greater of the net proceeds of such sale or the Attributable
Debt with respect to such Sale and Leaseback Transaction within 180 days of such sale to either (or a combination) of (i) the retirement (other than the mandatory retirement, mandatory prepayment or sinking fund payment or by payment at
maturity) of debt for borrowed money of the Company or a Subsidiary of the Company that matures more than 12 months after its creation (other than debt that is subordinated to the Securities or debt to the Company or a Subsidiary of the Company) or
(ii) the purchase, construction or development of other comparable property; or (e) such Sale and Leaseback Transaction is entered into within 180 days after the initial acquisition by the Company or such Restricted Subsidiary, as the case
may be, of the Principal Property subject to such Sale and Leaseback Transaction 
 SECTION 1011. Waiver of Certain Covenants. With
respect to the Securities of any series, the Company may omit in any particular instance to comply with any covenant or condition specified pursuant to Section 301 as being subject to this Section 1011, if, before the time for such
compliance, the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant
or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such wavier shall become effective, the obligations of the Company and the duties of the Trustee in respect of
any such covenant or condition shall remain in full force and effect. 
 ARTICLE ELEVEN 

REDEMPTION OF SECURITIES 
 SECTION
1101. Applicability of Article. Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with the terms of such Securities and (except as otherwise specified as contemplated by
Section 301 for Securities of any series) in accordance with this Article. 
 SECTION 1102. Election to Redeem; Notice to
Trustee. The election of the Company to redeem any Securities shall be evidenced by an Officer’s Certificate. In case of any redemption at the election of the Company, the Company shall, at least 15 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 to be redeemed and shall deliver to the Trustee such documentation and records as
shall enable the Trustee to select the Securities to be redeemed pursuant to Section 1103. In the case of any 

  
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redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officer’s Certificate evidencing compliance with such restriction. 
 SECTION 1103. Selection by Trustee of
Securities to Be Redeemed. If less 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 in accordance with the procedures of the
Depositary or by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem appropriate; provided that such method complies with the rules of any national
securities exchange or quotation system on which the Securities are then listed, and which may provide for the selection for redemption of portions of the principal of Securities of such series; provided, however, that no such partial
redemption shall reduce the portion of the principal amount of a Security not redeemed to less than the minimum authorized denomination for Securities of such series established pursuant to Section 301. 

The Trustee shall promptly notify the Company and the Security Registrar (if other than itself) in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. 
 For all
purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of
such Security which has been or is to be redeemed. 
 SECTION 1104. Notice of Redemption. Except as otherwise specified as
contemplated by Section 301 for Securities of any series, notice of redemption shall be given in the manner provided for in Section 106 not less than 10 nor more than 45 days prior to the Redemption Date, to each Holder of Securities to be
redeemed, but failure to give such notice in the manner herein provided to the Holder of any Security designated for redemption as a whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings
for redemption of any other such Security or portion thereof. 
 Any notice that is sent to the Holders of Registered Securities in the
manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. 
 Except as
otherwise specified as contemplated by Section 301 for Securities of any series, all notices of redemption shall state: 

(1) the Redemption Date, 

(2) the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption
Price cannot be determined at the time the notice is given, 

  
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 (3) if less than all the Outstanding Securities of any series are to be
redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular Securities to be redeemed, 

(4) in case any Security is to be redeemed in part only, the notice which relates to such Security shall state that on and
after the Redemption Date, upon surrender of such Security, the Holder will receive, without charge, a new Security or Securities of authorized denominations for the principal amount thereof remaining unredeemed, 

(5) that on the Redemption Date, the Redemption Price and accrued interest, if any, to the Redemption Date payable as provided
in Section 1106 will become due and payable upon each such Security, or the portion thereof, to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date, 

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

(8) any applicable conditions precedent (including a corporate transaction) and the procedures for notice to the Trustee and
Holders of any failure or delay to satisfy such conditions, and 
 (9) such other matters as the Company shall deem desirable
or appropriate. 
 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. 
 Notice of any redemption of Securities in
connection with a corporate transaction that is pending (including an equity offering, an incurrence of Indebtedness or a change of control) may, at the Company’s discretion, be given subject to one or more conditions precedent, including, but
not limited to, completion of the transaction. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may be rescinded in the event that any or all such
conditions shall not have been satisfied or otherwise waived by the Redemption Date. The Company shall notify Holders of any such rescission as soon as practicable after the Company determines that it will not be able to satisfy or otherwise waive
such conditions precedent. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Securities called for redemption will become due and payable on the Redemption
Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date. 

SECTION 1105. Deposit of Redemption Price. On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money in the Currency in which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except, if 

  
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applicable, as provided in Sections 311(b), 311(d) and 311(e)) sufficient to pay on the Redemption Date the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment
Date) accrued interest, if any, on, all the Securities or portions thereof which are to be redeemed on that date. 
 SECTION 1106.
Securities Payable on Redemption Date. 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 in the Currency in
which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 311(b), 311(d) and 311(e)) (together with accrued
interest, if any, to the Redemption Date), and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest, if any) such Securities shall, if the same were interest-bearing, cease to bear
interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided that,
unless otherwise specified as contemplated by Section 301, installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the relevant record dates according to their terms and the provisions of Section 307. 

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal thereof (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) set forth in such Security. 

SECTION 1107. Securities Redeemed in Part. Any Security which is to be redeemed only in part (pursuant to the provisions of this
Article or of Article Twelve) shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or
Securities of the same series, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. If a temporary Global
Security or permanent Global Security is so surrendered, such new Security so issued shall be a new temporary Global Security or permanent Global Security, respectively. However, if less than all the Securities of any series with differing issue
dates, interest rates and stated maturities are to be redeemed, the Company in its sole discretion shall select the particular Securities to be redeemed and shall notify the Trustee in writing thereof at least 5 days prior to the relevant redemption
date. 

  
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 ARTICLE TWELVE 

SINKING FUNDS 
 SECTION 1201.
Applicability of Article. Retirement of Securities of any series pursuant to any sinking fund shall be made in accordance with the terms of such Securities and (except as otherwise specified as contemplated by Section 301 for Securities
of any series) in accordance with this Article. 
 The minimum amount of any sinking fund payment provided for by the terms of Securities of
any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking fund
payment”. If provided for by the terms of Securities of any series, the cash amount of any mandatory sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of Securities of such series. 
 SECTION 1202. Satisfaction of Sinking Fund
Payments with Securities. Subject to Section 1203, in lieu of making all or any part of any mandatory sinking fund payment with respect to any Securities of a series in cash, the Company may at its option (1) deliver to the Trustee
Outstanding Securities of a series (other than any previously called for redemption) theretofore purchased or otherwise acquired by the Company and/or (2) receive credit for the principal amount of Securities of such series which have been
previously delivered to the Trustee by the Company or for Securities of such series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any mandatory sinking fund payment with respect to the Securities of the same series required to be made pursuant to the terms of such Securities
as provided for by the terms of such series; provided, however, that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified
in such Securities for redemption through operation of the sinking fund and the amount of such mandatory sinking fund payment shall be reduced accordingly. 

SECTION 1203. Redemption of Securities for Sinking Fund. Not less than 60 days prior to each sinking fund payment date for any series
of Securities, the Company will deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be
satisfied by payment of cash in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 311(b),
311(d) and 311(e)) and the portion thereof, if any, which is to be satisfied by delivering or crediting Securities of that series pursuant to Section 1202 (which Securities will, if not previously delivered, accompany such certificate) and
whether the Company intends to exercise its right to make a permitted optional sinking fund payment with respect to such series. Such certificate shall be irrevocable and upon its delivery the Company shall be obligated to make the cash payment or
payments therein referred to, if any, on or before the next succeeding sinking fund payment date. In the case of the failure of the 

  
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Company to deliver such certificate, the sinking fund payment due on the next succeeding sinking fund payment date for that series shall be paid entirely in cash and shall be sufficient to redeem
the principal amount of such Securities subject to a mandatory sinking fund payment without the option to deliver or credit Securities as provided in Section 1202 and without the right to make any optional sinking fund payment, if any, with
respect to such series. 
 Not more than 60 days before each such sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such
notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. 

Prior to any sinking fund payment date, the Company shall pay to the Trustee or a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) in cash a sum equal to the principal (and premium, if any) and any interest that will accrue to the date fixed for redemption of Securities or portions thereof to be redeemed on
such sinking fund payment date pursuant to this Section 1203. 
 Notwithstanding the foregoing, with respect to a sinking fund for any
series of Securities, if at any time the amount of cash to be paid into such sinking fund on the next succeeding sinking fund payment date, together with any unused balance of any preceding sinking fund payment or payments for such series, does not
exceed in the aggregate $100,000, the Trustee, unless requested by the Company, shall not give the next succeeding notice of the redemption of Securities of such series through the operation of the sinking fund. Any such unused balance of moneys
deposited in such sinking fund shall be added to the sinking fund payment for such series to be made in cash on the next succeeding sinking fund payment date or, at the request of the Company, shall be applied at any time or from time to time to the
purchase of Securities of such series, by public or private purchase, in the open market or otherwise, at a purchase price for such Securities (excluding accrued interest and brokerage commissions, for which the Trustee or any Paying Agent will be
reimbursed by the Company) not in excess of the principal amount thereof. 
 ARTICLE THIRTEEN 

REPAYMENT AT OPTION OF HOLDERS 

SECTION 1301. Applicability of Article. Repayment of Securities of any series before their Stated Maturity at the option of Holders
thereof shall be made in accordance with the terms of such Securities and (except as otherwise specified by the terms of such series established pursuant to Section 301) in accordance with this Article. 

SECTION 1302. Repayment of Securities. Securities of any series subject to repayment in whole or in part at the option of the Holders
thereof will, unless otherwise provided in the terms of such Securities, be repaid at the Repayment Price thereof, together with interest, 

  
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if any, thereon accrued to the Repayment Date specified in or pursuant to the terms of such Securities. The Company covenants that on or before the Repayment Date it will deposit with the Trustee
or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money in the Currency in which the Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 311(b), 311(d) and 311(e)) sufficient to pay the Repayment Price of and (except if the Repayment Date shall be an Interest
Payment Date) accrued interest, if any, on, all the Securities or portions thereof, as the case may be, to be repaid on such date. 

SECTION 1303. Exercise of Option. Securities of any series subject to repayment at the option of the Holders thereof will contain an
“Option to Elect Repayment” form on the reverse of such Securities. To be repaid at the option of the Holder, any Security so providing for such repayment, with the “Option to Elect Repayment” form on the reverse of such Security
duly completed by the Holder (or by the Holder’s attorney duly authorized in writing), must be received by the Company at the Place of Payment therefor specified in the terms of such Security (or at such other place or places of which the
Company shall from time to time notify the Holders of such Securities) not earlier than 45 days nor later than 30 days prior to the Repayment Date. If less than the entire Repayment Price of such Security is to be repaid in accordance with the terms
of such Security, the portion of the Repayment Price of such Security to be repaid, and the denomination or denominations of the Security or Securities to be issued to the Holder for the portion of the Repayment Price of such Security surrendered
that is not to be repaid, must be specified. Any Security providing for repayment at the option of the Holder thereof may not be repaid in part if, following such repayment, the unpaid principal amount of such Security would be less than the minimum
authorized denomination of Securities of the series of which such Security to be repaid is a part. Except as otherwise may be provided by the terms of any Security providing for repayment at the option of the Holder thereof, exercise of the
repayment option by the Holder shall be irrevocable unless waived by the Company. 
 SECTION 1304. When Securities Presented for
Repayment Become Due and Payable. If Securities of any series providing for repayment at the option of the Holders thereof shall have been surrendered as provided in this Article and as provided by or pursuant to the terms of such Securities,
such Securities or the portions thereof, as the case may be, to be repaid shall become due and payable and shall be paid by the Company on the Repayment Date therein specified, and on and after such Repayment Date (unless the Company shall default
in the payment of such Securities on such Repayment Date) such Securities shall, if the same were interest-bearing, cease to bear interest. Upon surrender of any such Security for repayment in accordance with such provisions, the Repayment Price of
such Security so to be repaid shall be paid by the Company, together with accrued interest, if any, to the Repayment Date; provided that, unless otherwise specified as contemplated by Section 301, in the case of Registered Securities,
installments of interest, if any, whose Stated Maturity is on or prior to the Repayment Date shall be payable (but without interest thereon, unless the Company shall default in the payment thereof) to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the relevant record dates according to their terms and the provisions of Section 307. 

  
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 If the principal amount of any Security surrendered for repayment shall not be so repaid
upon surrender thereof, such principal amount (together with interest, if any, thereon accrued to such Repayment Date) shall, until paid, bear interest from the Repayment Date at the rate of interest or Yield to Maturity (in the case of Original
Issue Discount Securities) set forth in such Security. 
 SECTION 1305. Securities Repaid in Part. Upon surrender of any Registered
Security which is to be repaid in part only, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge and at the expense of the Company, a new Registered Security or Securities
of the same series, of any authorized denomination specified by the Holder, in an aggregate principal amount equal to and in exchange for the portion of the principal of such Security so surrendered which is not to be repaid. If a temporary Global
Security or permanent Global Security is so surrendered, such new Security so issued shall be a new temporary Global Security or a new permanent Global Security, respectively. 

ARTICLE FOURTEEN 
 DEFEASANCE AND
COVENANT DEFEASANCE 
 SECTION 1401. Company’s Option to Effect Defeasance or Covenant Defeasance. Except as
otherwise specified as contemplated by Section 301 for Securities of any series, the provisions of this Article Fourteen shall apply to each series of Securities, and the Company may, at its option, effect defeasance of the Securities of or
within a series under Section 1402, or covenant defeasance of or within a series under Section 1403 in accordance with the terms of such Securities and in accordance with this Article. 

SECTION 1402. Defeasance and Discharge. Upon the Company’s exercise of the above option applicable to this Section with respect to
any Securities of or within a series and subject to Sections 1405 and 1406, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities of such series on and after the date the conditions set
forth in Section 1404 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the Outstanding Securities of
such series, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1405 and the other Sections of this Indenture referred to in (A) and (B) below, and to have satisfied all of its other obligations
under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise
terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 1404 and as more fully set forth in such Section, payments in respect of the principal
of (and premium, if any) and interest, if any, on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003 and with respect to the payment of
Additional Amounts, if any, on such Securities as contemplated by Section 1007, and such obligations as shall be ancillary thereto, (C) the rights, powers, trusts, duties and immunities and other provisions in respect of the Trustee
hereunder including, without limitation, Section 606, the last sentence of Section 1007, and the penultimate 

  
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paragraph of Section 1405 and (D) this Article Fourteen. Subject to compliance with this Article Fourteen, the Company may exercise its option under this Section 1402
notwithstanding the prior exercise of its option under Section 1403 with respect to such Securities. Following a defeasance, payment of the Securities of such series may not be accelerated because of an Event of Default. 

SECTION 1403. Covenant Defeasance. Upon the Company’s exercise of the above option applicable to this Section with respect to any
Securities of or within a series, the Company shall be released from its obligations under Sections 801 and 802, Section 1006 and Sections 1008 through 1011, and, if specified pursuant to Section 301, its obligations under any other
covenant, with respect to such Outstanding Securities on and after the date the conditions set forth in Section 1404 are satisfied (hereinafter, “covenant defeasance”), and such Securities shall thereafter be deemed not to be
“Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “Outstanding” for all
other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to such Outstanding Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth
in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of reference in any such covenant to any other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Section 501(3) or Section 501(6) or otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and such Securities shall be unaffected thereby.
Following a covenant defeasance, payment of the Securities of such series may not be accelerated because of an Event of Default solely by reference to such Sections specified above in this Section 1403. 

SECTION 1404. Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions precedent or, as specifically
noted below, subsequent, to application of either Section 1402 or Section 1403 to any Outstanding Securities of or within a series: 

(1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the
requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of such Securities, (A) money in an amount (in such Currency in which such Securities are then specified as payable at Stated Maturity), or (B) Government Obligations applicable to such Securities
(determined on the basis of the Currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee (or other qualifying trustee), to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such
Outstanding Securities on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of 

  
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interest on the day on which such payments are due and payable in accordance with the terms of this Indenture, the Securities of such series, and (ii) any mandatory sinking fund payments or
analogous payments applicable to such Outstanding Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities; provided that the Trustee shall have been irrevocably
instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102 hereof, a notice of its
election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if
given, shall be given effect in applying the foregoing. 
 (2) No Default or Event of Default with respect to such Securities
shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (4) and (5) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood
that this condition shall not be deemed satisfied until the expiration of such period). 
 (3) Such defeasance or covenant
defeasance shall not (A) cause the Trustee for the Securities of such series to have a conflicting interest as defined in Section 310(b) of the Trust Indenture Act or otherwise for purposes of the Trust Indenture Act with respect to any
securities of the Company or (B) result in the trust arising from such deposit to constitute, unless it is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended. 

(4) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this
Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. 
 (5) In
the case of an election under Section 1402, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or
(y) since the date of execution of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding
Securities will not recognize income, gain or loss for federal income tax purposes as a result of the deposit and such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have
been the case if the deposit and such defeasance had not occurred. 
 (6) In the case of an election under Section 1403,
the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and
will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the deposit and such covenant defeasance had not occurred. 

  
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 (7) Notwithstanding any other provisions of this Section, such defeasance or
covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations in connection therewith pursuant to Section 301. 

(8) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with. 

SECTION 1405. Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions
of the last paragraph of Section 1003, all money and Government Obligations (or other property as may be provided pursuant to Section 301) (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 1405, the “Trustee”) pursuant to Section 1404 in respect of such Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due
thereon in respect of principal (and premium, if any) and interest, if any, but such money need not be segregated from other funds except to the extent required by law. 

Unless otherwise specified with respect to any Security pursuant to Section 301, if, after a deposit referred to in Section 1404(1)
has been made, (a) the Holder of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 311(b) or the terms of such Security to receive payment in a Currency other than that in which the
deposit pursuant to Section 1404(1) has been made in respect of such Security, or (b) a Conversion Event occurs as contemplated in Section 311(d) or 311(e) or by the terms of any Security in respect of which the deposit pursuant to
Section 1404(1) has been made, the indebtedness represented by such Security shall be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of (and premium, if any) and interest, if any, on such
Security as they become due out of the proceeds yielded by converting (from time to time as specified below in the case of any such election) the amount or other property deposited in respect of such Security into the Currency in which such Security
becomes payable as a result of such election or Conversion Event based on the applicable Market Exchange Rate for such Currency in effect on the third Business Day prior to each payment date, except, with respect to a Conversion Event, for such
Currency in effect (as nearly as feasible) at the time of the Conversion Event. 
 The Company shall pay and indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against the money or Government Obligations deposited pursuant to Section 1404 or the principal and interest received in respect thereof. 

Anything in this Article Fourteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon
Company Request any money or Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 1404 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of 

  
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the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance, as applicable, in accordance with this Article. 

SECTION 1406. Reinstatement. If the Trustee or any Paying Agent is unable to apply any money in accordance with Section 1405 with
respect to any Securities by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and such Securities shall
be revived and reinstated as though no deposit had occurred pursuant to Section 1402 or 1403, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 1405;
provided, however, that if the Company makes any payment of principal of (or premium, if any) or interest, if any, on any such Security following the reinstatement of its obligations, the Company shall be subrogated to the rights of
the Holders of such Securities to receive such payment from the money held by the Trustee or Paying Agent. 
 ARTICLE FIFTEEN 

MEETINGS OF HOLDERS OF SECURITIES 

SECTION 1501. Purposes for Which Meetings May Be Called. A meeting of Holders of Securities of any and all series may be called at any
time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Securities of such
series. 
 SECTION 1502. Call, Notice and Place of Meetings. (a) The Trustee may at any time call a meeting of Holders of Securities
of any series for any purpose specified in Section 1501, to be held at such time and at such place in The City of New York or in London as the Trustee shall determine. Notice of every meeting of Holders of Securities of any series, setting
forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided for in Section 106, not less than 21 nor more than 180 days prior to the date fixed for
the meeting. 
 (b) In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 33 1/3% in principal amount
of the Outstanding Securities of any series shall have requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in Section 1501, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have made the first publication or mailing of the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be
held as provided herein, then the Company or the Holders of Securities of such series in the amount above specified, as the case may be, may determine the time and the place in The City of New York or in London for such meeting and may call such
meeting for such purposes by giving notice thereof as provided in paragraph (a) of this Section. 
 SECTION 1503. Persons Entitled
to Vote at Meetings. To be entitled to vote at any meeting of Holders of Securities of any series, a Person shall be (1) a Holder of one or more 

  
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Outstanding Securities of such series, or (2) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series by such
Holder or Holders. The only Persons who shall be entitled to be present or to speak at any meeting of Holders of Securities of any series shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and
its counsel and any representatives of the Company and its counsel. 
 SECTION 1504. Quorum; Action. The Persons entitled to vote a
majority in principal amount of the Outstanding Securities of a series shall constitute a quorum for a meeting of Holders of Securities of such series; provided, however, that, if any action is to be taken at such meeting with respect
to a consent, waiver, request, demand, notice, authorization, direction or other action which this Indenture expressly provides may be given by the Holders of not less than a specified percentage in principal amount of the Outstanding Securities of
a series, the Persons entitled to vote such specified percentage in principal amount of the Outstanding Securities of such series shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of
such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 1502(a), except that such notice need be given only once not less than five days prior to the date on which the meeting is
scheduled to be reconvened. Notice of the reconvening of any adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities of such series which shall constitute a quorum. 

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

Any resolution passed or decision taken at any meeting of Holders of Securities of any series duly held in accordance with this Section shall
be binding on all the Holders of Securities of such series, whether or not present or represented at the meeting. 
 Notwithstanding the
foregoing provisions of this Section 1504, if any action is to be taken at a meeting of Holders of Securities of any series with respect to any consent, waiver, request, demand, notice, authorization, direction, or other action that this
Indenture expressly provides may be made, given or taken by the Holders of a specified percentage in principal 

  
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amount of all Outstanding Securities affected thereby, or of the Holders of such series and one or more additional series: 

(i) there shall be no minimum quorum requirement for such meeting; and 

(ii) the principal amount of the Outstanding Securities of such series that vote in favor of such request, demand,
authorization, direction, notice, consent, waiver or other action shall be taken into account in determining whether such request, demand, authorization, direction, notice, consent, waiver or other action has been made, given or taken under this
Indenture. 
 SECTION 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings. (a) Notwithstanding any other
provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of
proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall
deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 104 and the appointment of any proxy shall be proved in the manner specified in
Section 104. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 104 or other proof. 

(b) The Trustee shall, by an instrument in writing appoint a temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 1502(b), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent
chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. 

(c) At any meeting each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of
Outstanding Securities of such series held or represented by such holder (determined as specified in the definition of “Outstanding” in Section 101); provided, however, that no vote shall be cast or counted at any
meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 

(d) Any meeting of Holders of Securities of any series duly called pursuant to Section 1502 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting; and the meeting may be held as so adjourned without further notice. 

SECTION 1506. Counting Votes and Recording Action of Meetings. The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by 

  
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written ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file
with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders of Securities of any series shall be prepared by the
secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was given as provided in Section 1502 and, if applicable, Section 1504. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and
one such copy shall be delivered to the Company, and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the
matters therein stated. 
 ARTICLE SIXTEEN 

SUBORDINATION OF SECURITIES 

SECTION 1601. Agreement to Subordinate. In the event a series of Securities (“Subordinated Securities”) is, pursuant
to Section 301, designated as subordinated in accordance with the terms set out in this Article Sixteen, then except as otherwise provided in a supplemental indenture or pursuant to Section 301, the Company, for itself, its successors and
assigns, shall thereby covenant and agree, and each Holder of Subordinated Securities of such series, by his or her acceptance thereof, likewise shall covenant and agree, that the payment of the principal of (and premium, if any) and interest, if
any, on each and all of the Subordinated Securities of such series shall be 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 1602. Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities. Upon any distribution of assets
of the Company upon any dissolution, winding up, liquidation or reorganization of the Company, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling
of the assets and liabilities of the Company or otherwise (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Indenture upon the Senior Indebtedness and the holders
thereof with respect to the Subordinated Securities and the holders thereof by a lawful plan of reorganization under applicable bankruptcy law): 

(a) the holders of all Senior Indebtedness shall be entitled to receive payment in full of the principal thereof (and premium, if any) and
interest due thereon before the Holders of the Subordinated Securities are entitled to receive any payment upon the principal (or premium, if any) or interest, if any, on indebtedness evidenced by the Subordinated Securities; and 

(b) any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the
Holders of the Subordinated Securities or 

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

(c) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether
in cash, property or securities, shall be received by the Trustee or the Holders of the Subordinated Securities before all Senior Indebtedness is paid in full, such payment or distribution shall be paid over, upon written notice to a Responsible
Officer of the Trustee, to the holder of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instrument evidencing any of such Senior Indebtedness may have been
issued, ratably as aforesaid, for application to payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of
such Senior Indebtedness. 
 Subject to the payment in full of all Senior Indebtedness, the Holders of Subordinated Securities shall be
subrogated to the rights of the holders of Senior Indebtedness (to the extent that distributions otherwise payable to such Holders have been applied to the payment of Senior Indebtedness) to receive payments or distributions of cash, property or
securities of the Company applicable to Senior Indebtedness until the principal of (and premium, if any) and interest, if any, on the Subordinated Securities shall be paid in full and no such payments or distributions to the Holders of the
Subordinated Securities of cash, property or securities otherwise distributable to the holders of 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 is understood that the provisions of this Article Sixteen are and are intended solely for the purpose of defining the relative rights of the
Holders of Subordinated Securities, on the one hand, and the holders of Senior Indebtedness, on the other hand. Nothing contained in this Article Sixteen or elsewhere in this Indenture or in the Subordinated Securities is intended to or shall
impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders of the 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, if any, on the Subordinated Securities as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holders of
the Subordinated Securities and creditors of the Company other than the holders of Senior Indebtedness, nor shall anything herein or in the Subordinated Securities 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 Sixteen of the holders of Senior Indebtedness in respect of cash, property or securities of the Company received upon
the exercise of any such 

  
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remedy. Upon any payment or distribution of assets of the Company referred to in this Article Sixteen, the Trustee, subject to the provisions of Section 602, shall be entitled to rely upon a
certificate of the liquidating trustee or agent or other Person making any distribution to the Trustee for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other
indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereof and all other facts pertinent thereto or to this Article Sixteen. 

With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Indenture, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary
duty to the holders of Senior Indebtedness. The Trustee shall not be liable to any such holder if it shall pay over or distribute to or on behalf of Holders of Subordinated Securities or the Company, or any other Person, moneys or assets to which
any holder of Senior Indebtedness shall be entitled by virtue of this Article Sixteen. 
 If the Trustee or any Holder of Subordinated
Securities does not file a proper claim or proof of debt in the form required in any proceeding referred to above prior to 30 days before the expiration of the time to file such claim in such proceeding, then the holder of any Senior Indebtedness is
hereby authorized, and has the right, to file an appropriate claim or claims for or on behalf of such Holder of Subordinated Securities. 

SECTION 1603. No Payment on Subordinated Securities in Event of Default on Senior Indebtedness. No payment by the Company on account of
principal (or premium, if any), sinking funds or interest, if any, on the Subordinated Securities shall be made unless full payment of amounts then due for principal (and premium, if any), sinking funds and interest on Senior Indebtedness has been
made or duly provided for in money or money’s worth. 
 SECTION 1604. Payments on Securities Permitted. Nothing contained in
this Indenture or in any of the Subordinated Securities shall (a) affect the obligation of the Company to make, or prevent the Company from making, at any time except as provided in Sections 1602 and 1603, payments of principal of (or premium,
if any) or interest, if any, on the Subordinated Securities or (b) prevent the application by the Trustee of any moneys or assets deposited with it hereunder to the payment of or on account of the principal of (or premium, if any) or interest,
if any, on the Subordinated Securities, unless a Responsible Officer of the Trustee shall have received at its Corporate Trust Office written notice of any fact prohibiting the making of such payment more than two Business Days prior to the date
fixed for such payment. 
 SECTION 1605. Authorization of Holders to Trustee to Effect Subordination. Each Holder of Subordinated
Securities by his or her acceptance thereof authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article Sixteen and appoints the Trustee
his or her attorney-in-fact for any and all such purposes. 

SECTION 1606. Notices to Trustee. Notwithstanding the provisions of this Article or any other provisions of this Indenture, neither the
Trustee nor any Paying Agent (other 

  
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than the Company) shall be charged with knowledge of the existence of any Senior Indebtedness or of any fact which would prohibit the making of any payment of moneys or assets to or by the
Trustee or such Paying Agent, unless and until a Responsible Officer of the Trustee or such Paying Agent shall have received (in the case of a Responsible Officer of the Trustee, at the Corporate Trust Office of the Trustee) written notice thereof
from the Company or from the holder of any Senior Indebtedness or from the trustee for any such holder, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of such trustee and, prior to the
receipt of any such written notice, the Trustee shall be entitled in all respects conclusively to presume that no such facts exist; provided, however, that if at least two Business Days prior to the date upon which by the terms hereof
any such moneys or assets may become payable for any purpose (including, without limitation, the payment of either the principal (or premium, if any) or interest, if any, on any Security) a Responsible Officer of the Trustee shall not have received
with respect to such moneys or assets the notice provided for in this Section 1606, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys or assets and to apply
the same to the purpose for which they were received, and shall not be affected by any notice to the contrary, which may be received by it within two Business Days prior to such date. The Trustee shall be entitled to rely on the delivery to it of a
written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such a notice has been given by a holder of Senior Indebtedness or a trustee on behalf of any such
holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article
Sixteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under this Article Sixteen and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person
to receive such payment. 
 SECTION 1607. Trustee as Holder of Senior Indebtedness. The Trustee in its individual capacity shall be
entitled to all the rights set forth in this Article Sixteen 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 Section 613 or elsewhere in this Indenture
shall be construed to deprive the Trustee of any of its rights as such holder. Nothing in this Article Sixteen shall apply to claims of, or payments to, the Trustee under or pursuant to Sections 506 or 606. 

SECTION 1608. Modifications of Terms of Senior Indebtedness. Any renewal or extension of the time of payment of any Senior Indebtedness
or the exercise by the holders of Senior Indebtedness of any of their rights under any instrument creating or evidencing Senior Indebtedness, including, without limitation, the waiver of default thereunder, may be made or done all without notice to
or assent from the Holders of the Securities or the Trustee. No compromise, alteration, amendment, modification, extension, renewal or other change of, or waiver, consent or other action in respect of, any liability or obligation under or in respect
of, or of any of the terms, covenants or conditions of any indenture or other instrument under which any Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or not such release is in accordance with the provisions of any
applicable document, shall in any way alter or 

  
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affect any of the provisions of this Article Sixteen or of the Securities relating to the subordination thereof. 

SECTION 1609. Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company
referred to in this Article Sixteen, the Trustee and the Holders of the Securities shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other Person making such
payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution to 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 Sixteen. 

SECTION 1610. Satisfaction and Discharge; Defeasance and Covenant Defeasance. Amounts and Government Obligations deposited in trust
with the Trustee pursuant to and in accordance with Articles Four and Fourteen and not, at the time of such deposit, prohibited to be deposited under Sections 1602 or 1603, shall not be subject to this Article Sixteen. 

SECTION 1611. Trustee Not Fiduciary for 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 if the Trustee shall in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other Person cash, property or securities to
which any holders of Senior Indebtedness shall be entitled by virtue of this Article or otherwise. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are
specifically set forth in this Article and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee. 

*    *    *    *    * 

This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same Indenture. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions
Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all
purposes. 

  
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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. 
  

			
	VIACOMCBS INC.
		
	By:	 	/s/ James C. Morrison
		 	Name: James C. Morrison
		 	Title: Senior Vice President, Treasurer


 Attest:
  

			
	 DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee

		
	By:	 	/s/ Bridgett Casasnovas
		 	Name: Bridgett Casasnovas
		 	Title: Vice President


  

			
	By:	 	/s/ Annie Jaghatspanyan
		 	Name: Annie Jaghatspanyan
		 	Title: Vice President


 [Signature Page to Indenture]