EX-4.1



 Exhibit 4.1 

INDENTURE 
 Dated as of
May 30, 2014 
 Among 

APOLLO MANAGEMENT HOLDINGS, L.P., 

THE GUARANTORS NAMED HEREIN 

and 
 WELLS FARGO BANK,
NATIONAL ASSOCIATION, 
 as Trustee 







 TABLE OF CONTENTS 

 

									
	 	 	 	  	Page	 
		 	 ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	  	 	1	  
				
		 	 Section 101.
	  	Definitions	  	 	1	  
				
		 	 Section 102.
	  	Compliance Certificates and Opinions	  	 	9	  
				
		 	 Section 103.
	  	Form of Documents Delivered to Trustee	  	 	10	  
				
		 	 Section 104.
	  	Acts of Holders; Record Dates	  	 	10	  
				
		 	 Section 105.
	  	Notices, Etc., to Trustee, Company and Guarantors	  	 	12	  
				
		 	 Section 106.
	  	Notice to Holders; Waiver	  	 	13	  
				
		 	 Section 107.
	  	Reserved	  	 	13	  
				
		 	 Section 108.
	  	Effect of Headings and Table of Contents	  	 	13	  
				
		 	 Section 109.
	  	Successors and Assigns	  	 	13	  
				
		 	 Section 110.
	  	Separability Clause	  	 	14	  
				
		 	 Section 111.
	  	Benefits of Indenture	  	 	14	  
				
		 	 Section 112.
	  	Governing Law	  	 	14	  
				
		 	 Section 113.
	  	Legal Holidays	  	 	14	  
				
		 	 Section 114.
	  	No Recourse Against Others	  	 	14	  
				
		 	 Section 115.
	  	WAIVER OF JURY TRIAL.	  	 	15	  
				
		 	 Section 116.
	  	U.S.A. Patriot Act.	  	 	15	  
				
		 	 Section 117.
	  	Execution in Counterparts	  	 	15	  
			
		 	ARTICLE II SECURITY FORMS	  	 	15	  
				
		 	 Section 201.
	  	Forms Generally	  	 	15	  
				
		 	 Section 202.
	  	Form of Legend for Global Securities	  	 	16	  
				
		 	 Section 203.
	  	Form of Trustee’s Certificate of Authentication	  	 	16	  
			
		 	 ARTICLE III THE SECURITIES 
	  	 	17	  
				
		 	 Section 301.
	  	Amount Unlimited; Issuable in Series	  	 	17	  
				
		 	 Section 302.
	  	Denominations	  	 	20	  
				
		 	 Section 303.
	  	Execution, Authentication, Delivery and Dating	  	 	21	  
				
		 	 Section 304.
	  	Temporary Securities	  	 	22	  
				
		 	 Section 305.
	  	Registration, Registration of Transfer and Exchange	  	 	22	  
				
		 	 Section 306.
	  	Mutilated, Destroyed, Lost and Stolen Securities	  	 	24	  
				
		 	 Section 307.
	  	Payment of Interest; Interest Rights Preserved	  	 	25	  


  


  


  
 - ii - 









							
	 	  	Page	 
			
	 Section 308.
	  	Persons Deemed Owners	  	 	27	  
			
	 Section 309.
	  	Cancellation	  	 	27	  
			
	 Section 310.
	  	Computation of Interest	  	 	27	  
			
	 Section 311.
	  	CUSIP or ISIN Numbers	  	 	27	  
			
	 Section 312.
	  	Additional Amounts	  	 	28	  
			
	 Section 313.
	  	General Provisions Relating to Global Securities	  	 	28	  
		
	 ARTICLE IV SATISFACTION AND DISCHARGE
	  	 	29	  
			
	 Section 401.
	  	Satisfaction and Discharge of Indenture	  	 	29	  
			
	 Section 402.
	  	Application of Trust Money	  	 	30	  
		
	 ARTICLE V REMEDIES
	  	 	31	  
			
	 Section 501.
	  	Events of Default	  	 	31	  
			
	 Section 502.
	  	Acceleration of Maturity; Rescission and Annulment	  	 	33	  
			
	 Section 503.
	  	Collection of Indebtedness and Suits for Enforcement by Trustee.	  	 	34	  
			
	 Section 504.
	  	Trustee May File Proofs of Claim	  	 	34	  
			
	 Section 505.
	  	Trustee May Enforce Claims Without Possession of Securities	  	 	35	  
			
	 Section 506.
	  	Application of Money Collected	  	 	35	  
			
	 Section 507.
	  	Limitation on Suits	  	 	36	  
			
	 Section 508.
	  	Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert Securities	  	 	36	  
			
	 Section 509.
	  	Rights and Remedies Cumulative	  	 	37	  
			
	 Section 510.
	  	Delay or Omission Not Waiver	  	 	37	  
			
	 Section 511.
	  	Control by Holders	  	 	37	  
			
	 Section 512.
	  	Waiver of Past Defaults	  	 	37	  
			
	 Section 513.
	  	Undertaking for Costs	  	 	38	  
			
	 Section 514.
	  	Waiver of Usury, Stay or Extension Laws	  	 	38	  
			
	 Section 515.
	  	Restoration of Rights and Remedies	  	 	38	  
		
	 ARTICLE VI THE TRUSTEE
	  	 	38	  
			
	 Section 601.
	  	Certain Duties and Responsibilities of Trustee	  	 	38	  
			
	 Section 602.
	  	Notice of Defaults	  	 	40	  
			
	 Section 603.
	  	Certain Rights of Trustee	  	 	40	  
			
	 Section 604.
	  	Not Responsible for Recitals or Issuance of Securities	  	 	42	  
			
	 Section 605.
	  	May Hold Securities	  	 	42	  
			
	 Section 606.
	  	Money Held in Trust	  	 	42	  
			
	 Section 607.
	  	Compensation and Reimbursement	  	 	42	  
			
	 Section 608.
	  	Conflicting Interests	  	 	43	  


  
 - iii - 









							
	 	  	Page	 
			
	 Section 609.
	  	Corporate Trustee Required; Eligibility	  	 	44	  
			
	 Section 610.
	  	Resignation and Removal; Appointment of Successor	  	 	44	  
			
	 Section 611.
	  	Acceptance of Appointment by Successor	  	 	46	  
			
	 Section 612.
	  	Merger, Conversion, Consolidation or Succession to Business	  	 	47	  
			
	 Section 613.
	  	Preferential Collection of Claims Against Company	  	 	47	  
			
	 Section 614.
	  	Trustee’s Application for Instructions from the Company.	  	 	47	  
		
	 ARTICLE VII HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE, THE COMPANY AND THE
GUARANTORS
	  	 	48	  
			
	 Section 701.
	  	Company to Furnish Trustee Names and Addresses of Holders	  	 	48	  
			
	 Section 702.
	  	Preservation of Information; Communications to Holders	  	 	48	  
			
	 Section 703.
	  	Reports by Trustee	  	 	48	  
			
	 Section 704.
	  	Reports by the Company and the Guarantors.	  	 	48	  
		
	 ARTICLE VIII CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS
	  	 	49	  
			
	 Section 801.
	  	Company and Guarantors May Merge or Transfer Assets on Certain Terms	  	 	49	  
			
	 Section 802.
	  	Successor Person Substituted	  	 	49	  
		
	 ARTICLE IX SUPPLEMENTAL INDENTURES
	  	 	50	  
			
	 Section 901.
	  	Supplemental Indentures Without Consent of Holders	  	 	50	  
			
	 Section 902.
	  	Supplemental Indentures With Consent of Holders	  	 	51	  
			
	 Section 903.
	  	Execution of Supplemental Indentures	  	 	53	  
			
	 Section 904.
	  	Effect of Supplemental Indentures	  	 	53	  
			
	 Section 905.
	  	Reserved	  	 	53	  
			
	 Section 906.
	  	Notice of Supplemental Indenture; Reference in Securities to Supplemental Indentures	  	 	53	  
		
	 ARTICLE X COVENANTS
	  	 	54	  
			
	 Section 1001.
	  	Payment of Principal, Premium, if any, and Interest	  	 	54	  
			
	 Section 1002.
	  	Maintenance of Office or Agency	  	 	54	  
			
	 Section 1003.
	  	Money for Securities Payments to Be Held in Trust	  	 	55	  
			
	 Section 1004.
	  	Statement by Officers as to Default	  	 	56	  
			
	 Section 1005.
	  	Waiver of Certain Covenants	  	 	56	  
		
	 ARTICLE XI REDEMPTION OF SECURITIES
	  	 	56	  
			
	 Section 1101.
	  	Applicability of Article	  	 	56	  
			
	 Section 1102.
	  	Election to Redeem; Notice to Trustee	  	 	56	  


  


  


  
 - iv - 









							
	 	  	Page	 
			
	 Section 1103.
	  	Selection by Trustee of Securities to Be Redeemed	  	 	57	  
			
	 Section 1104.
	  	Notice of Redemption	  	 	58	  
			
	 Section 1105.
	  	Deposit of Redemption Price	  	 	59	  
			
	 Section 1106.
	  	Securities Payable on Redemption Date	  	 	59	  
			
	 Section 1107.
	  	Securities Redeemed in Part	  	 	59	  
		
	 ARTICLE XII SINKING FUNDS
	  	 	60	  
			
	 Section 1201.
	  	Applicability of Article	  	 	60	  
			
	 Section 1202.
	  	Satisfaction of Sinking Fund Payments with Securities	  	 	60	  
			
	 Section 1203.
	  	Redemption of Securities for Sinking Fund	  	 	60	  
		
	 ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE
	  	 	61	  
			
	 Section 1301.
	  	Company’s Option to Effect Defeasance or Covenant Defeasance	  	 	61	  
			
	 Section 1302.
	  	Defeasance and Discharge	  	 	61	  
			
	 Section 1303.
	  	Covenant Defeasance	  	 	62	  
			
	 Section 1304.
	  	Conditions to Defeasance or Covenant Defeasance	  	 	62	  
			
	 Section 1305.
	  	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	  	 	64	  
			
	 Section 1306.
	  	Reinstatement	  	 	64	  
		
	 ARTICLE XIV GUARANTEE OF SECURITIES
	  	 	65	  
			
	 Section 1401.
	  	Guarantee.	  	 	65	  
			
	 Section 1402.
	  	Additional Guarantors.	  	 	65	  
			
	 Section 1403.
	  	Waiver.	  	 	65	  
			
	 Section 1404.
	  	Guarantee of Payment.	  	 	65	  
			
	 Section 1405.
	  	No Discharge or Diminishment of Guarantee.	  	 	66	  
			
	 Section 1406.
	  	Defenses of Company Waived.	  	 	66	  
			
	 Section 1407.
	  	Continued Effectiveness.	  	 	66	  
			
	 Section 1408.
	  	Subrogation.	  	 	67	  
			
	 Section 1409.
	  	Subordination.	  	 	67	  
			
	 Section 1410.
	  	Release of Guarantor and Termination of Guarantee.	  	 	67	  
			
	 Section 1411.
	  	Limitation of Guarantors’ Liability.	  	 	68	  
			
	 Section 1412.
	  	No Obligation to Take Action Against the Company.	  	 	69	  
			
	 Section 1413.
	  	Execution and Delivery.	  	 	69	  
		
	 SCHEDULE I
	  	 	Schedule I-1	  


  


  


  
 - v - 








 INDENTURE, dated as of May 30, 2014, among APOLLO MANAGEMENT HOLDINGS, L.P., a limited
partnership duly organized and existing under the laws of Delaware (herein called the “Company”), each of the Guarantors named herein (the “Guarantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee (herein
called the “Trustee”). 
 RECITALS 

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its senior
unsecured debt securities (herein called the “Securities”), to be issued in one or more series as provided in this Indenture. 

Each Guarantor has duly authorized the execution and delivery of this Indenture to provide for its guarantee of the Securities (the
“Guarantees”). 
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 

For and in consideration of the premises and the purchase of the Securities by the Holders (as defined herein) thereof, it is mutually agreed,
for the equal and proportionate benefit of all Holders of the Securities or of any series thereof, as follows: 
 ARTICLE I 

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 I have the meanings assigned to them in this Article I and include the plural as well as the singular; 


 

	 	(2)	all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP; 

  

	 	(3)	unless the context otherwise requires, any reference to an “Article,” a “Section” or a “Schedule” refers to an Article, a Section or a Schedule, as the case may be, of this Indenture;


  

	 	(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)	“including” means including without limitation; 


  


  


  
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	 	(6)	when used with respect to any Security, the words “convert,” “converted” and “conversion” are intended to refer to the right of the Holder, the Company or the Guarantors to convert or
exchange such Security into or for securities or other property in accordance with such terms, if any, as may hereafter be specified for such Security as contemplated by Section 301, and these words are not intended to refer to any right of the
Holder, the Company or the Guarantors to exchange such Security for other Securities of the same series and of like tenor pursuant to Section 304, 305, 306, 906 or 1107 or another similar provisions of this Indenture, unless the context
otherwise requires; and references herein to the terms of any Security that may be converted mean such terms as may be specified for such Security as contemplated in Section 301; and 


 

	 	(7)	unless otherwise provided, references to agreements and other instruments shall be deemed to include all amendments and other modifications to such agreements and instruments, but only to the extent such amendments and
other modifications are not prohibited by the terms of this Indenture. 

 “Act,” when used with respect to
any Holder, has the meaning specified in Section 104. 
 “Affiliate” means, with respect to any specified Person, 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. 
 “AGM” means Apollo Global Management, LLC, a Delaware limited liability company, together
with its successors and assigns. 
 “AGM Fund” means any existing or future investment vehicle sponsored or managed by
affiliates of any Credit Party and any separate or managed account managed by affiliates of any Credit Party that primarily makes investments similar to those made by investment funds. For purposes hereof, “AGM Fund” shall also include
related master-feeder funds, parallel funds, co-investment partnerships and alternative investment vehicles established with respect to the foregoing. 

“Applicable Procedures” means, with respect to a Depositary, as to any matter at any time, the policies and procedures of
such Depositary, if any, that are applicable to such matter at such time. 
 “Bankruptcy Law” has the meaning specified in
Section 501. 
 “Business Day” means, when used with respect to any Place of Payment, unless otherwise specified as
contemplated by Section 301, any day, other than a Saturday or Sunday, which is not a day on which banking institutions or trust companies are authorized or obligated by law, regulation or executive order to close in that Place of Payment. 


  


  


  
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 “Commission” means the U.S. Securities and Exchange Commission, 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 by or on behalf of the Company
by any Officer, manager, member or partner thereof (or any Person designated in writing as authorized to execute and deliver Company Requests and Company Orders), and delivered to the Trustee. 

“Company Resolution” means a copy of one or more resolutions certified by the Secretary or an Assistant Secretary of the
Company (or any general partner of the Company or ultimate general partner, sole or managing member of such general partner) to have been duly adopted by the general partner of the Company (or any ultimate general partner, sole or managing member of
such general partner), as the case may be, and to be in full force and effect on the date of such certification and delivered to the Trustee. 

“Corporate Trust Office” means the principal office of the Trustee at which, at any particular time, its corporate trust
business shall be conducted, which office is located as of the date of this Indenture at 150 East 42nd Street, 40th Floor, New York, New York 10017, or at any other time at such other address as the Trustee may designate from time to time by notice
to the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Company). 

“Covenant Defeasance” has the meaning specified in Section 1303. 

“Credit Group” means the Credit Parties and the Credit Parties’ direct and indirect Subsidiaries (to the extent of their
economic ownership interest in such Subsidiaries) taken as a whole. 
 “Credit Parties” means the Company and the
Guarantors. 
 “Custodian” has the meaning specified in Section 501. 

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

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

“Defeasance” has the meaning specified in Section 1302. 

“Depositary” means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global
Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 301. 

  


  


  
 - 3 - 








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

“Exchange Act” means the U.S. Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from
time to time. 
 “Expiration Date” has the meaning specified in Section 104. 

“GAAP” means generally accepted accounting principles in the United States (including, if applicable, International Financial
Reporting Standards) as in effect from time to time. 
 “Global Security” means a Security that evidences all or part of
the Securities of any series and bears the legend set forth in Section 202 (or such legend as may be specified as contemplated by Section 301 for such Securities). 

“Guarantees” has the meaning specified in the second recital of this Indenture and more particularly means any Guarantee made
by each of the Guarantors as set forth in Article XIV hereof. 
 “Guarantors” means (i) each of the Persons listed on
Schedule I attached hereto, (ii) in the future, any New Apollo Operating Group Entity that becomes a Guarantor pursuant to Article XIV, but in each case excluding Persons who cease to be Guarantors in accordance with this Indenture
and (iii) in the future, AGM if it becomes a Guarantor pursuant to Article XIV, but excluding AGM if it ceases to be a Guarantor in accordance with this Indenture. 

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

“Indenture” means this Indenture 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. The term “Indenture” shall also include the terms of particular series of Securities established as contemplated by Section 301. 

“Insignificant Guarantor” means a Guarantor (or a group of Guarantors taken together) that would not, on a combined and
consolidated basis and taken as a whole together with all then-existing Non-Guarantor Entities designated pursuant to clause (ii) of the definition of Non-Guarantor Entity set forth in Section 1410, constitute a Significant Subsidiary.

 “interest” means, when used with respect to an Original Issue Discount Security which by its terms bears interest only
after Maturity, interest payable after Maturity. 
 “Interest Payment Date” means, when used with respect to any Security,
the Stated Maturity of an installment of interest on such Security. 
 “Internal Revenue Code” means the U.S. Internal
Revenue Code of 1986, as amended from time to time. 

  


  


  
 - 4 - 








 “Maturity” means, when used with respect to any Security, 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, call for redemption or otherwise. 

“New Apollo Operating Group Entity” means any Subsidiary (other than a directly or indirectly wholly owned Subsidiary) of AGM
other than (i) a then-existing Guarantor, (ii) any Person in which AGM directly or indirectly owns its interest through one or more then-existing Guarantors or (iii) any Person through which AGM directly or indirectly owns its
interests in one or more of the then-existing Guarantors. 
 “Non-Guarantor Entity” means any Person so designated by the
Company pursuant to Section 1410. 
 “Non-Guarantor Limitation” has the meaning specified in Section 1410. 

“Notice of Default” means a written notice of the kind specified in Section 501. 

“Obligations” has the meaning specified in Section 1401. 

“obligor” has the meaning given to such term in the Trust Indenture Act. 

“Officer” means any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer, Chief Financial Officer, Chief
Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Director, Director, Vice President, Secretary or Assistant Secretary of the Company or any Guarantor (or any sole or managing
member or general partner of the Company or any Guarantor or ultimate general partner, sole or managing member of such member or general partner), as the case may be, or, in the case of the Company and its general partner, any Person designated as
an officer pursuant to the limited partnership agreement of the Company or the limited liability company agreement of the Company’s general partner, as applicable. 

“Officers’ Certificate” means a certificate signed by two Officers of the Company or any Guarantor (or any sole or
managing member or general partner of the Company or any Guarantor or ultimate general partner, sole or managing member of such member or general partner), as the case may be, and delivered to the Trustee. 

“Opinion of Counsel” means a written opinion of counsel (who may be counsel for, including an employee or Officer of, the
Company or for any Guarantor) and who shall be reasonably acceptable to the Trustee. 
 “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” means, when used with respect to Securities, as of the date of
determination, all Securities theretofore authenticated and delivered under this Indenture, except: 
  

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

  

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

  

	 	(3)	Securities as to which Defeasance has been effected pursuant to Section 1302; 

  

	 	(4)	Securities which have been paid or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to Section 306, 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; and 


 

	 	(5)	Securities as to which any property deliverable upon conversion thereof has been delivered (or such delivery has been made available), or as to which any other particular conditions have been satisfied, in each case as
may be provided for such Securities as contemplated in Section 301; 

 provided, however, that in determining whether the
Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an
Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502,
(B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 301, (C) the principal amount of a Security denominated in one or more foreign currencies, composite currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent,
determined as of such date in the manner provided as contemplated by Section 301, of the principal amount of such Security (or, in the case of a Security described in clause (A) or (B) above, of the amount determined as provided in
such clause), and (D) Securities owned by the Company, any Guarantor or any other obligor upon the Securities or any Affiliate of the Company, any Guarantor or such other obligor shall be disregarded and deemed not to be Outstanding (except
(i) in the case where the Securities are 100% owned by the Company or any Affiliate of the Company and (ii) in the case of Securities owned by an Affiliate of the Company, with respect to any such request, demand, authorization, direction,
notice, consent, waiver or other action 

  


  


  
 - 6 - 








 
hereunder that requires the consent of the Holder of each Outstanding Security of such series affected thereby pursuant to the terms of this Indenture), except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which a Responsible Officer 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, any
Guarantor or any other obligor upon the Securities or any Affiliate of the Company, any Guarantor or such other obligor. 
 “Paying
Agent” means any Person authorized by the Company to pay the principal of or premium, if any, or interest on any Securities on behalf of the Company or any Guarantor. 

“Permitted Jurisdictions” has the meaning specified in Section 801(a)(1). 

“Person” means an individual, a corporation, a partnership, a limited liability company, a limited liability partnership, an
association, a trust, or any other entity including a government or political subdivision or an agency or instrumentality thereof. 

“Place of Payment” means, when used with respect to the Securities of any series, the place or places where the principal of
and premium, if any, and interest on the Securities of such series are payable as specified as contemplated by Section 301. 

“Predecessor Security” means, with respect to any particular Security, 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. 
 “Redemption Date” means,
when used with respect to any Security to be redeemed, the date fixed for such redemption by or pursuant to this Indenture. 

“Redemption Price” means, when used with respect to any Security to be redeemed, the price at which it is to be redeemed
pursuant to this Indenture. 
 “Regular Record Date” means, for the interest payable on any Interest Payment Date on the
Securities of any series, the date specified for that purpose as contemplated by Section 301. 
 “Repayment Date”
means, with used with respect to a Security to be repaid at the option of a Holder, the date fixed for such repayment by or pursuant to this Indenture. 

“Responsible Officer” means with respect to the Trustee, any officer assigned to the [Corporate Trust Division—Corporate
Finance Unit] (or any successor division or unit) of the Trustee located at the Corporate Trust Office of the Trustee, who shall have direct responsibility for the administration of this Indenture and, for the purposes of Section 601(3)(B) and
the second sentence of Section 602, shall also include any other officer of the Trustee to whom any corporate trust matter is referred because of such officer’s knowledge of and familiarity with the particular subject. 

  


  


  
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 “Securities” has the meaning specified in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under this Indenture. 
 “Securities Act” means the
U.S. Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time. 
 “Security
Register” and “Security Registrar” have the respective meanings specified in Section 305. 

“Significant Subsidiary” means a “significant subsidiary” (as such term is defined in Rule 1-02(w) of Regulation
S-X under the Securities Act or any successor provision) of AGM. 
 “Special Record Date” means, for the payment of any
Defaulted Interest, a date fixed by the Trustee pursuant to Section 307. 
 “Stated Maturity” means, when used with
respect to any Security or any installment of principal thereof or interest thereon, 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” means any entity of which securities or other ownership interests representing more than 50% of the ordinary
voting power (other than securities or ownership interests having such power only by reason of the happening of a contingency) are, at the time any determination is being made, directly or indirectly, owned, controlled or held by any Credit Party,
but shall not include: (a) any investment vehicle (whether open-ended or closed-ended) or any separate or managed account including, without limitation, an investment fund or company, a general or limited partnership, a trust, a company or
other business entity organized in any jurisdiction (i) sponsored or promoted by any of the Credit Parties or their Affiliates, (ii) for which any of the Credit Parties or their Affiliates acts as a general partner or managing member (or
in a similar capacity) or (iii) for which any of the Credit Parties or their Affiliates acts as an investment adviser or investment manager; (b) any variable interest entity; (c) any portfolio company or investment of any such
investment fund or vehicle or any special purpose entity formed to acquire or hold any such portfolio company or investment; (d) any AGM Fund or (e) or any Subsidiary of any of the foregoing. 

“Substantially All Merger” means a merger or consolidation of one or more Credit Parties with or into another Person that
would, in one or a series of related transactions, result in the transfer or other disposition, directly or indirectly, of all or substantially all of the properties and assets of the Credit Group to a Person that is not within the Credit Group
immediately prior to such transaction. 
 “Substantially All Sale” means a sale, assignment, transfer, lease or conveyance
to any other Person, in one or a series of related transactions, directly or indirectly, of all or substantially all of the properties and assets of the Credit Group to a Person that is not within the Credit Group immediately prior to such
transaction. 
 “Trust Indenture Act” means the U.S. Trust Indenture Act of 1939 as in force at the date as of which this
Indenture was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of
1939 as so amended. 

  


  


  
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 “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, and if at any
time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of such series. 

“United States Alien” means, except as otherwise provided in or pursuant to this Indenture, any Person who, for United States
Federal income tax purposes, is a foreign corporation, a nonresident alien individual, a nonresident alien fiduciary of a foreign estate or trust, or a foreign partnership, one or more of the members of which is, for United States Federal income tax
purposes, a foreign corporation, a nonresident alien individual or a nonresident alien fiduciary of a foreign estate or trust. 

“U.S. Government Obligation” has the meaning specified in Section 1304(1). 

Section 102. Compliance Certificates and Opinions. 

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

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates
provided for in Section 1004) shall include: 
  

	 	(1)	a statement that each individual signing such certificate or opinion has read such covenant or condition 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 him or her to express an informed opinion as to whether or not such covenant or
condition 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. 


  


  


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

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; Record
Dates. 
 Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture
to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company or the Guarantors. 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. Proof of execution of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and, subject to Section 601, conclusive in favor of the Trustee, the Company and the Guarantors, if made in the manner provided in this Section 104. 

The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner which the Trustee reasonably
deems sufficient. Where such execution is by a Person acting in a capacity other than such Person’s individual capacity, such certificate or affidavit shall also constitute sufficient proof of such Person’s authority. The fact and date of
the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 

The ownership of Securities shall be proved by the Security Register. 

  


  


  
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 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 or the Company or any Guarantor in reliance thereon, whether or not notation of such action is made upon such Security. 

The Company or any Guarantor may, in its discretion, set any day as a record date for the purpose of determining the Holders of Outstanding
Securities of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities of such series
but shall have no obligation to do so; provided that none of the Company or any Guarantor may set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration,
request or direction referred to in the next paragraph. If not set by the Company or any Guarantor prior to the first solicitation of Holders of Outstanding Securities of the relevant series made by any Person in respect of such action or, in the
case of any such vote, prior to such vote, the record date for any such action or vote shall be 30 days prior to the first solicitation of such vote or consent. If any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Company or
any Guarantor from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of
no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the Company or any Guarantor, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to
each Holder of Securities of the relevant series in the manner set forth in Section 106. 
 The Trustee may set any day as a record
date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502,
(iii) any request to institute proceedings referred to in Section 507(2) or (iv) any direction referred to in Section 511, in each case with respect to Securities of such series. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in
this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and 

  


  


  
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of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company and the Guarantors in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106. 

With respect to any record date set pursuant to this Section 104, the party hereto which sets such record dates may designate any day as
the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other
party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set
pursuant to this Section 104, the party hereto which set such record date shall be deemed to have initially designated the 90th day after such record date as the Expiration Date with respect thereto, subject to its right to change the
Expiration Date as provided in this paragraph. 
 Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder
with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of
such principal amount. 
 Section 105. Notices, Etc., to Trustee, Company and Guarantors. 

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

	 	(1)	the Trustee by any Holder or by the Company or a Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (which may be by facsimile) to or with the Trustee at its
Corporate Trust Office at the location specified in Section 101; or 

  

	 	(2)	the Company or a Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid or overnight
delivery, to the Company or any Guarantor addressed to the attention of the Secretary of the Company or such Guarantor at the address of the Company’s principal office specified in writing to the Trustee by the Company and, until further
notice, at 9 West 57th Street, 43rd Floor, New York, New York 10019, fax number: (212) 515-3251, Attention: Chief Legal Officer. 


The Trustee shall have the right, but shall not be required, to rely upon and comply with instructions and directions sent by e-mail,
facsimile and other similar unsecured electronic methods by persons believed by the Trustee to be authorized to give instructions and directions 

  


  


  
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on behalf of the Company. The Trustee shall have no duty or obligation to verify or confirm that the person who sent such instructions or directions is, in fact, a person authorized to give
instructions or directions on behalf of the Company; and the Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained by the Company or any other Person as a result of such reliance upon or compliance with
such instructions or directions. The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on
unauthorized instructions, and the risk of interception and misuse by third parties. 
 Section 106. Notice to Holders; Waiver. 

Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid or overnight delivery, to each Holder affected by such event, at such Holder’s address as it appears in the Security Register, not later than the latest date, if any, and not
earlier than the earliest date, if any, prescribed for the giving of such notice. 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. 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. 

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 

Where this Indenture provides for notice of any event to a Holder of a Global Security, such notice shall be sufficiently given if given to
the Depositary for such Security (or its designee), pursuant to the Applicable Procedures of the Depositary, not later than the latest date, if any, and not earlier than the earliest date, if any, prescribed for the giving of such notice. 

Section 107. Reserved. 
 Section 108. 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 109. Successors and Assigns. 

All covenants and agreements in this Indenture by the Company and the Guarantors shall bind their respective successors and assigns, whether
so expressed or not. All agreements of the Trustee in this Indenture shall bind its successors and assigns, whether so expressed or not. 

  


  


  
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 Section 110. Separability Clause. 

In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 Section 111. Benefits of Indenture. 

Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. 
 Section 112. Governing
Law. 
 This Indenture, the Securities and the Guarantees shall be governed by, and construed in accordance with, the law of the State
of New York, without regard to principles of conflicts of law. 
 Section 113. Legal Holidays. 

In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security, or any date on which a Holder has the right
to convert such Holder’s Security, shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section 113)) payment of principal and premium, if any, or interest, or the Redemption Price or conversion of such Security, 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 or Redemption Date, or at the Stated Maturity, or on such conversion date. In the case, however, of Securities of a series
bearing interest at a floating rate based on the London interbank offered rate (LIBOR), if any Interest Payment Date (other than the Redemption Date or Stated Maturity) would otherwise be a date that is not a Business Day, then the Interest Payment
Date shall be postponed to the following date which is a Business Day, unless that Business Day falls in the next succeeding calendar month, in which case the Interest Payment Date will be the immediately preceding Business Day. No interest shall
accrue for the period from and after any such Interest Payment Date, Redemption Date, Stated Maturity or conversion date, as the case may be, to the date of such payment with respect to such Interest Payment Date, Redemption Date, Stated Maturity or
conversion date. 
 Section 114. No Recourse Against Others. 

A director, partner, officer, employee, member, manager or stockholder as such of the Company or any Guarantor shall not have any liability
for any obligations of the Company under the Securities, the Guarantees or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder shall waive and release all
such liability. The waiver and release shall be part of the consideration for the issue of the Securities. 

  


  


  
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 Section 115. WAIVER OF JURY TRIAL. 

EACH OF THE COMPANY, THE GUARANTORS, THE TRUSTEE AND THE HOLDERS, BY THEIR ACCEPTANCE OF THE SECURITIES, HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AS AMONG THE COMPANY, THE GUARANTORS AND THE TRUSTEE ONLY ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE GUARANTEES. 

Section 116. U.S.A. 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 parties to this Indenture agree that they 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 117. Execution in Counterparts 

This Indenture may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall
constitute one and the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used
in lieu of the original Indenture and signature pages for all purposes. 
 ARTICLE II 

SECURITY FORMS 
 Section 201. Forms
Generally. 
 The Securities of each series shall be in substantially such form or forms as shall be established by or pursuant to a
Company Resolution or, subject to Section 303, set forth in, or determined in the manner provided in, an Officers’ Certificate of the Company pursuant to a Company Resolution, or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as
may be required to comply with applicable tax laws or the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the Officer executing such Securities, as evidenced by their execution thereof. If
the form of Securities of any series is established by action taken pursuant to a Company Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company or its general partner,
and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. If all of the Securities of any series established by action taken pursuant to a
Company Resolution are not to be issued at one time, it shall not be necessary to 

  


  


  
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deliver a record of such action at the time of issuance of each Security of such series, but an appropriate record of such action shall be delivered at or before the time of issuance of the first
Security of such series. 
 The definitive Securities shall be printed, lithographed or engraved on steel engraved borders 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. 

Section 202. 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 bear a legend in substantially the following form: 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN 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 REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 

Section 203. Form of Trustee’s Certificate of Authentication. 

The Trustee’s certificates of authentication shall be in substantially the following form: 

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

Dated: 
  

			
	Wells Fargo Bank, National Association, as Trustee
		
	By:	 	  

	Authorized Signatory



  


  


  
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 ARTICLE III 

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 issued in one or more series. The terms of the Securities shall be established in or
pursuant to one or more Company Resolutions. In the event that such Securities are established pursuant to Company Resolutions, but such Company Resolutions do not set forth the final terms of such Securities, the establishment of such series of
Securities shall be set forth in (a) an Officers’ Certificate of the Company detailing such establishment, or (b) one or more indentures supplemental hereto, prior to the issuance of Securities of any series. Such Company Resolutions,
Officers’ Certificate or supplemental indenture, as applicable, shall set forth: 
  

	 	(1)	the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series); 


 

	 	(2)	the limit, if any, on the aggregate principal amount of the Securities of the series which 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 or 1107 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and
delivered hereunder) or aggregate offering price; 

  

	 	(3)	the Person to whom any interest on a 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; 

  

	 	(4)	the date or dates on which the principal of any Securities of the series is payable or the method used to determine or extend those dates; 


 

	 	(5)	the rate or rates at which any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable
and the Regular Record Date for any such interest payable on any Interest Payment Date; 

  

	 	(6)	the place or places where the principal of and premium, if any, and interest on any Securities of the series shall be payable and the manner in which any payment may be made; 


 

	 	(7)	 the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series may be redeemed,
in whole or 



  


  


  
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in part, at the option of the Company and, if other than by a Company Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced; 


 

	 	(8)	the obligation or the right, if any, of the Company to redeem or purchase any Securities of the series pursuant to any sinking fund or at the option of the Holder thereof and the period or periods within which, the
price or prices at which and the terms and conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation or right; 


 

	 	(9)	if other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations in which any Securities of the series shall be issuable; 


 

	 	(10)	if the amount of principal of or premium, if any, or interest on any Securities of the series may be determined with reference to a financial or economic measure or index or pursuant to a formula, the manner in which
such amounts shall be determined; 

  

	 	(11)	if other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or premium, if any, or interest on any Securities of the series shall be payable and the
manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 101; 


 

	 	(12)	if the principal of or premium, if any, or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or
those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or premium, if any, or interest on such Securities as to which such election is made shall be payable, the periods within
which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined); 

  

	 	(13)	if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to
Section 502; 

  

	 	(14)	if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the
principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be
Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined); 


  


  


  
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	 	(15)	if other than by a Company Resolution, the manner in which any election by the Company to defease any Securities of the series pursuant to Section 1302 or Section 1303 shall be evidenced; whether any
Securities of the series other than Securities denominated in U.S. dollars and bearing interest at a fixed rate are to be subject to Section 1302 or Section 1303; or, in the case of Securities denominated in U.S. dollars and bearing
interest at a fixed rate, if applicable, that the Securities of the series, in whole or any specified part, shall not be defeasible pursuant to Section 1302 or Section 1303 or both such Sections; 


 

	 	(16)	if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of
any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 202 and any circumstances in addition to or in lieu of those set forth in clause (2) of the last paragraph of
Section 305 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the
Depositary for such Global Security or a nominee thereof and any other provisions governing exchanges or transfers of such Global Security; 

  

	 	(17)	any addition to, deletion from or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the
principal amount thereof due and payable pursuant to Section 502; 

  

	 	(18)	any addition to, deletion from or change in the covenants set forth in Article X which applies to Securities of the series; 

  

	 	(19)	if the Securities of the series are to be convertible into or exchangeable for cash and/or any securities or other property of any Person (including the Company), the terms and conditions upon which such Securities will
be so convertible or exchangeable; 

  

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

  

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

  

	 	(22)	if other than Wells Fargo Bank, National Association is to act as Trustee for the Securities of such series, the name and Corporate Trust Office of such Trustee; 


  


  


  
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	 	(23)	if any priority of payment is set for the Securities of such series, the nature and terms of that priority of payment set for the Securities of the Series; 


 

	 	(24)	if any of the Securities of such series will be issued as Original Issue Discount Securities, the terms on which such Securities of the Series will be issued as Original Discount Securities and the portion of the
principal amount as shown on the face of those Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or at the time of any prepayment of those Securities or the method or methods for
determining that portion of that principal amount payable at any of those times; 

  

	 	(25)	if additional amounts will be payable to Holders of Securities of such series pursuant to Section 312, the terms (other than the terms expressly set forth in Section 312) upon, and conditions under, which such
additional amounts will be payable; and 

  

	 	(26)	any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 901(12)). 


All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or
pursuant to the Company Resolution referred to above or pursuant to authority granted by one or more Company Resolutions and, subject to Section 303, set forth, or determined in the manner provided, in the Officers’ Certificate of the
Company referred to above or in any such indenture supplemental hereto. 
 All Securities of any one series need not be issued at one time
and, unless otherwise provided in or pursuant to the Company Resolution referred to above and, subject to Section 303, set forth, or determined in the manner provided, in the Officers’ Certificate of the Company referred to above or
pursuant to authority granted by one or more Company Resolutions or in any such indenture supplemental hereto with respect to a series of Securities, additional Securities of a series may be issued, at the option of the Company, without the consent
of any Holder, at any time and from time to time. 
 If any of the terms of the series are established by action taken pursuant to a Company
Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company or its general partner and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate
of the Company setting forth the terms of the series. 
 Section 302. Denominations. 

The Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified
as contemplated by Section 301. In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $2,000 and any integral multiple of $1,000 in
excess thereof. 

  


  


  
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 Section 303. Execution, Authentication, Delivery and Dating. 

The Securities shall be executed on behalf of the Company by any President, Chairman, Chief Executive Officer, Co-Chief Executive Officer,
Chief Financial Officer, Chief Operating Officer, General Counsel, Chief Risk Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer, Managing Directors, Director, Secretary or Assistant Secretary of the Company (or any general partner of
the Company or the ultimate general partner, sole or managing member of such general partner). The signature on the Securities may be manual or facsimile. 

Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers of the Company or its general
partner 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 the Company Order shall authenticate and deliver such Securities. If
the form or terms of the Securities of the series have been established by or pursuant to one or more Company Resolutions or pursuant to authority granted by one or more Company Resolutions as permitted by Sections 201 and 301, 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 601, shall be fully protected in relying upon, an Opinion of
Counsel stating that all conditions precedent of the Indenture to the authentication and delivery of such Securities have been complied with and that such Securities and the related Guarantees, when the Securities are authenticated by the Trustee
and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company and each Guarantor, respectively, enforceable against
the Company and each Guarantor, respectively, in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’
rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities. 

If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such
Securities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. 

Notwithstanding the provisions of Section 301 and of the preceding paragraph of this Section 303, if all Securities of a series are
not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 301, it shall not be necessary to deliver the Officers’
Certificate of the Company otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 303 at or prior to the authentication of each Security of such series if such
documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. 

  


  


  
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 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 executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has
been duly authenticated and delivered hereunder. 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, 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. 

Pending the preparation of definitive Securities of any series, the Company may execute, and, upon delivery 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 of such series in lieu of
which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the Officer or Officers executing such Securities may determine, as evidenced by their execution thereof. 

If temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without
unreasonable delay. After the preparation of definitive Securities 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 such 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 one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. 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 and tenor. 
 Section 305. Registration,
Registration of Transfer and Exchange. 
 The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the
register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations
as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of
Securities as herein provided. 

  


  


  
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 Upon surrender for registration of transfer of any Security of a series at the office or agency
of the Company in a Place of Payment for such series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any
authorized denominations and of like tenor and principal amount. 
 At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of like tenor and principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the Securities, which the Holder making the exchange is entitled to receive. 

All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and the
respective Guarantors, 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 Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) 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 such Holder’s 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 or 1107 not involving any transfer. 

If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required
(A) to issue, register the transfer of or exchange any Securities of such series (or of such series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice
of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) 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. 
 Neither the Trustee nor the Security Registrar shall
have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any
transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and
when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 

  


  


  
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 The provisions of clauses (1), (2), (3) and (4) of this paragraph shall apply only to
Global Securities: 
  

	 	(1)	Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or
custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. 

  

	 	(2)	Notwithstanding any other provision in this Indenture, and subject to such applicable provisions, if any, as may be specified as contemplated by Section 301, no Global Security may be exchanged in whole or in part
for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary has notified the
Company that it is unwilling or unable to continue as Depositary with respect to such Global Security and a successor Depositary is not appointed by the Company within 90 days, (B) the Depositary ceases to be registered as a clearing agency
under the Exchange Act and a successor Depositary is not appointed within 90 days, (C) there shall have occurred and be continuing an Event of Default with respect to such Global Security, (D) the Company so directs the Trustee by a
Company Order or (E) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. 


 

	 	(3)	Subject to clause (2) above and to such applicable provisions, if any, as may be specified as contemplated by Section 301, any exchange of a Global Security for other Securities may be made in whole or in
part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. 


 

	 	(4)	Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section 305, Section 304, 306,
906 or 1107 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof.


 Section 306. Mutilated, Destroyed, Lost and Stolen Securities. 

If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 

If there shall be delivered to the Company and the Trustee (1) evidence to their satisfaction of the destruction, loss or theft of any
Security and (2) such security or indemnity as 

  


  


  
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shall be required by them to save each of them and any agent of either of them harmless, then, in the absence of written notice to the Company or the Trustee that such Security has been acquired
by a protected purchaser, the Company shall execute and 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, having the
Guarantees noted therein, and bearing a number not contemporaneously outstanding. 
 In case any such mutilated, destroyed, lost or stolen
Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 

Upon the issuance of any new Security under this Section 306, 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 counsel to the Company and the fees and expenses of the Trustee and its counsel) connected therewith. 

Every new Security of any series issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Security shall
constitute an original additional contractual obligation of the Company and the respective Guarantors, 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 such series and Guarantees duly issued hereunder. 

The provisions of this Section 306 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 provided as contemplated by Section 301 with respect to any series of Securities, interest on any Security which
is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date
for such interest. 
 Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the 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 payable on Securities of a series to the Persons in whose names the 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 Security of such series and the date of the proposed payment, and at the same time the Company 



  


  


  
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shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee
for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record
Date for the payment of such Defaulted Interest which shall be not more than 15 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 to each Holder of Securities of such series in the manner set forth 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 mailed, such Defaulted Interest shall be paid to the Persons in whose names the 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 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. 


Subject to the foregoing provisions of this Section 307, each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 

In the case of any Security which is converted after any Regular Record Date and on or prior to the next succeeding Interest Payment Date
(other than any Security whose Maturity is prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding such conversion, and such interest
(whether or not punctually paid or made available for payment) shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on such Regular Record Date. Except as otherwise
expressly provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such Security shall not be payable. Notwithstanding the foregoing, the terms
of any Security that may be converted may provide that the provisions of this paragraph do not apply, or apply with such additions, changes or omissions as may be provided thereby, to such Security. 

  


  


  
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 Section 308. Persons Deemed Owners. 

Prior to due presentment of a Security for registration of transfer, the Company, the Guarantors, the Trustee and any agent of the Company, a
Guarantor or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and premium, if any, and, subject to Section 307, any interest on such
Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Company, the Guarantors, the Trustee nor any agent of the Company, a Guarantor or the Trustee shall be affected by notice to the contrary. 

Section 309. Cancellation. 
 All
Securities surrendered for payment, redemption, registration of transfer or exchange or conversion or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be
promptly cancelled by it. The Company or any Guarantor may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company or such Guarantor 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. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section 309, except as expressly permitted by this Indenture. All cancelled Securities held by
the Trustee shall be disposed of in accordance with its customary procedures. The Trustee shall provide the Company or any Guarantor a list of all Securities that have been cancelled from time to time as requested in writing by the Company or such
Guarantor. 
 Section 310. Computation of Interest. 

Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series
shall be computed on the basis of a 360-day year of twelve 30-day months. 
 Section 311. CUSIP or ISIN Numbers. 

The Company in issuing any series of the Securities may use “CUSIP” or “ISIN” numbers and/or other similar numbers, if
then generally in use, and thereafter with respect to such series, the Trustee may use such numbers in any notice of redemption with respect to such series; 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 of such series or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities of such series, and any
such redemption shall not be affected by any defect in or omission of such numbers. The Trustee shall be notified, in writing, of any change in the CUSIP or ISIN numbers. 

  


  


  
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 Section 312. Additional Amounts. 

If the Securities of any series provide for the payment of additional amounts, the Company will pay to the Holder of any Security of such
series the additional amounts as provided in the terms of the Securities of such series. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of, premium, if any, or interest on, or in respect of, any Security
of such Series or the net proceeds received on the sale or exchange of any Security of such series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such
context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 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. 
 If the Securities of any 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
Officers’ Certificate, the Company will furnish the Trustee and the applicable Paying Agents, if other than the Trustee, with an Officers’ Certificate instructing the Trustee and such Paying Agent whether such payment of principal of (and
premium, if any) or interest on the Securities of such series shall be made to Holders of Securities of such series who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in
the Securities of such series. If any such withholding shall be required, then such Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities, and the Company will
pay to the Trustee or such Paying Agent the additional amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or reasonable expense incurred
without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section. 

Section 313. General Provisions Relating to Global Securities. 

Owners of beneficial interests in the Securities evidenced by a Global Security will not be entitled to any rights under this Indenture with
respect to such Global Security, and the Depositary or its nominee may be treated by the Company, the Guarantors, and the Trustee and any agent of the Company, the Guarantors or the Trustee, including any Security Registrar or Paying Agent as the
owner and Holder of such Global Security for all purposes whatsoever. None of the Company, the Trustee, the Security Registrar, the Paying Agent or any other agent of the Company, the Guarantors or of the Trustee 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. None of
the Company, the Guarantors, the Trustee, the Security Registrar, the Paying Agent or any other agent of the Company or of the Trustee shall have any responsibility or liability to any person for any acts or omissions of the Depositary or its
nominee 

  


  


  
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in respect of a Global Security, for the records of any such Depositary, including records in respect of beneficial ownership interests in respect of such Global Security, for any transactions
between such Depositary and any participant or indirect participant in such Depositary or between or among such Depositary, any participant or indirect participant in such Depositary 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, nothing herein shall prevent the Company, the Trustee, the Security Registrar or the Paying Agent or such agent from giving effect to
any written certification, proxy or other authorization furnished by the Depositary or its nominee or impair, as between the Depositary or its nominee and such owners of beneficial interests, the operation of customary practices governing the
exercise of the rights of the Depositary or its nominee as Holder of any Global Security. 
 ARTICLE IV 

SATISFACTION AND DISCHARGE 

Section 401. Satisfaction and Discharge of Indenture. 

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 herein expressly provided for), and the Trustee, 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 mutilated, 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 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 such Securities of such series not theretofore delivered to the Trustee for cancellation 

  

	 	(i)	have become due and payable, or 

  

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

  

	 	(iii)	are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, 


and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee, as trust funds
in trust for the purpose, money in an amount sufficient to pay and discharge the entire 

  


  


  
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indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and premium, if any, and interest 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 Officers’ Certificate of the Company 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. 

 In the event there are Securities of two or more series
hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of such series as to which it is Trustee and if the other conditions
thereto are met. 
 Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under
Section 607 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 401, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003
shall survive. 
 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 applicable series of Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal and premium, if any, and interest for whose payment such money has been deposited with the Trustee. All money deposited with the Trustee pursuant to Section 401 (and held
by it or any Paying Agent) for the payment of Securities subsequently converted into other property shall be returned to the Company upon Company Request. The Company may direct by a Company Order the investment of any money deposited with the
Trustee pursuant to Section 401, without distinction between principal and income, in (1) United States Treasury securities with a maturity of one year or less or (2) a money market fund that invests solely in short-term United States
Treasury securities (including money market funds for which the Trustee or an affiliate of the Trustee serves as investment advisor, administrator, shareholder, servicing agent and/or custodian or sub-custodian, notwithstanding that (a) the
Trustee charges and collects fees and expenses from such funds for services rendered and (b) the Trustee charges and collects fees and expenses for services rendered pursuant to this Indenture at any time) and from time to time the Company may
direct the reinvestment of all or a portion of such money in other securities or funds meeting the criteria specified in clause (1) or (2) of this Section 402. 

  


  


  
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 ARTICLE V

REMEDIES 
 Section 501. Events of
Default. 
 Except as may be otherwise provided pursuant to Section 301 for Securities of any series, an “Event of
Default” means, whenever used herein or in a Security issued hereunder with respect to Securities of any series, 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): 

(1) the Company defaults in the payment of any installment of interest on any Security of such series, and such default
continues for a period of 30 days after such payment becomes due and payable; 
 (2) the Company defaults in the payment of
the principal of or premium, if any, on any Security of such series when the same becomes due and payable, regardless of whether such payment became due and payable at its Stated Maturity, upon redemption, upon declaration of acceleration or
otherwise; 
 (3) the Company defaults in the deposit of any sinking fund payment, when and as due by the terms of a Security
of such series; 
 (4) any Credit Party defaults in the performance of, or breaches, any of its covenants and agreements in
respect of any Security of such series contained in this Indenture or in the Securities of such series (other than those referred to in (1), (2) or (3) above), and such default or breach continues for a period of 90 days after the notice
specified below; 
 (5) the Company or any Guarantor (other than an Insignificant Guarantor), pursuant to or within the
meaning of the Bankruptcy Law: 
 (A) commences a voluntary case or proceeding; 

(B) consents to the entry of an order for relief against it in an involuntary case or proceeding; 

(C) consents to the appointment of a Custodian of it or for all or substantially all of its property; 

(D) makes a general assignment for the benefit of its creditors; 

(E) files a petition in bankruptcy or answer or consent seeking reorganization or relief; 

(F) consents to the filing of such petition or the appointment of or taking possession by a Custodian; or 

  


  


  
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 (G) takes any comparable action under any foreign laws relating to insolvency;

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

(A) is for relief against the Company or any Guarantor (other than an Insignificant Guarantor) in an involuntary case, or
adjudicates the Company or any Guarantor (other than an Insignificant Guarantor) insolvent or bankrupt; 
 (B) appoints a
Custodian of the Company or any Guarantor (other than an Insignificant Guarantor) or for all or substantially all of the property of the Company or any Guarantor (other than an Insignificant Guarantor); or 

(C) orders the winding-up or liquidation of the Company or any Guarantor (other than an Insignificant Guarantor) (or any
similar relief is granted under any foreign laws), 
 and the order or decree remains unstayed and in effect for 90 days; 

(7) except as otherwise provided herein, a Guarantee of any Guarantor (other than an Insignificant Guarantor) ceases to be in
full force and effect or is declared to be null and void and unenforceable or such Guarantee is found to be invalid or a Guarantor (other than an Insignificant Guarantor) denies its liability under its Guarantee (other than by reason of release of
such Guarantee in accordance with the terms of this Indenture); or 
 (8) any other Event of Default provided with respect to
Securities of such series occurs. 
 The term “Bankruptcy Law” means Title 11, United States Code, or any similar Federal
or state or foreign law for the relief of debtors. The term “Custodian” means any custodian, receiver, trustee, assignee, liquidator or other similar official under any Bankruptcy Law. 

A Default with respect to Securities of any series under clause (4) of this Section 501 shall not be an Event of Default until the
Trustee (by written notice to the Company and the Guarantors) or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series (by written notice to the Company and the Guarantors and the Trustee) gives
notice of the Default and the Company and the Guarantors do not cure such Default within the time specified in clause (4) after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice
is a “Notice of Default.” 

  


  


  
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 Section 502. Acceleration of Maturity; Rescission and Annulment. 

If an Event of Default with respect to Securities of any series at the time Outstanding (other than an Event of Default specified in
Section 501(5) or Section 501(6) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may declare the principal amount
of all the Securities of such series (or, if any Securities of such series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof), together with any accrued and
unpaid interest thereon, to be due and payable immediately, by a notice in writing to the Company and the Guarantors (and to the Trustee if given by Holders), and upon any such declaration, such principal amount (or specified amount), together with
any accrued and unpaid interest thereon, shall become immediately due and payable. If an Event of Default specified in Section 501(5) or Section 501(6) with respect to the Securities of any series at the time Outstanding occurs, the
principal amount of all the Securities of such series (or, in the case of any Security of such series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms
thereof), together with any accrued and unpaid interest thereon, shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. Upon payment of such amount, all
obligations of the Company in respect of the payment of principal and interest of the Securities of such series shall terminate. 
 Except
as may otherwise be provided pursuant to Section 301 for all or any specific Securities of any series, at any time after such a declaration of acceleration with respect to the Securities of any series has been made and before a judgment or
decree for payment of the money due based on such acceleration has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series, by
written notice to the Company, the Guarantors and the Trustee, may rescind and annul such declaration and its consequences if: 
  

	 	(1)	the Company or any Guarantor has paid or deposited with the Trustee a sum sufficient to pay: 

  

	 	(A)	all overdue interest on all Securities of such series, 

  

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

  

	 	(C)	to the extent that payment of such interest is lawful, interest upon overdue interest 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 


  


  


  
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	 	(2)	all Events of Default with respect to Securities of such series, other than the non-payment of the principal of Securities of such series which have become due solely by such declaration of acceleration, have been cured
or waived as provided in Section 512. 

 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 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, it 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 and, to the extent that payment of such interest shall be legally enforceable, interest on any
overdue principal and premium and on 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 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 necessary to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 

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, any Guarantor or any other obligor upon the Securities or the property of the Company, any Guarantor 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 or any Guarantor for the payment of overdue principal or interest)
shall be entitled and empowered, by intervention in such proceeding or otherwise 
  

	 	(1)	to file and prove a claim for the whole amount of principal and premium, if any, and interest owning 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 



  


  


  
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	 	(2)	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
the Holder to make such payments to the Trustee and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and for any other amounts due the Trustee under Section 607. 
 No
provision of this Indenture 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; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or
similar official and be a member of a creditors’ or other similar committee. 
 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, any predecessor Trustee under Section 607, its agents and counsel, be for the ratable benefit of the Holders of
the Securities in respect of which such judgment has been recovered. 
 Section 506. Application of Money Collected. 

Any money collected by the Trustee pursuant to this Article V, and any money or other property distributable in respect of the Company’s
obligations under this Indenture after the occurrence of an Event of Default, 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, 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 607; 

SECOND: To the payment of the amounts then due and unpaid for principal of and premium, if any, and interest 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,
respectively; and 

  


  


  
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 THIRD: To the payment of the remainder, if any, to the Company or the Guarantors.

 Section 507. Limitation on Suits. 

Except as otherwise provided in Section 508, 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, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy hereunder, unless: 

 

	 	(1)	Such Holder has previously given written notice to the Trustee of a continuing Event of Default, specifying an Event of Default with respect to the Securities of such series; 


 

	 	(2)	the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in
its own name as Trustee hereunder; 

  

	 	(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 has failed to institute any such proceeding for 60 days after its receipt of such notice, request and offer of indemnity; 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 aggregate principal amount of the Outstanding Securities of such 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 of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders. 
 Section 508. Unconditional Right of
Holders to Receive Principal, Premium and Interest and to Convert Securities. 
 Notwithstanding any other provision in this Indenture,
the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and premium, if any, and, subject to Section 307, interest on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption or repayment, on the Redemption Date or date for repayment, as the case may be, and, if the terms of such Security so provide, to convert such Security in accordance with its terms) and to
institute suit for the enforcement of any such payment and, if applicable, any such right to convert, and such rights shall not be impaired without the consent of such Holder. 

  


  


  
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 Section 509. 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 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 510. Delay or Omission Not Waiver. 

No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the Trustee or to the 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 511. Control by Holders. 

The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series; provided that 

 

	 	(1)	such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Trustee in any personal liability, and 


 

	 	(2)	the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. 


Before proceeding to exercise any right or power hereunder at the direction of the Holders, the Trustee shall be entitled to receive from such
Holders security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. 

Section 512. Waiver of Past Defaults. 

The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series may on behalf of the Holders
of all the Securities of such series waive any past Default hereunder with respect to such series and its consequences, except a Default 
  

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


  


  


  
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	 	(2)	in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected. 


Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 

Section 513. 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, suffered
or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess reasonable costs against any such party litigant, in the manner and to the extent provided in the
Trust Indenture Act; provided that neither this Section 513 nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company, any
Guarantor or the Trustee, a suit by a Holder under Section 508, or a suit by Holders of more than 10% in aggregate principal amount of the Outstanding Securities. 

Section 514. Waiver of Usury, Stay or Extension Laws. 

Each of the Company and the Guarantors 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 usury, 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 each of
the Company and the Guarantors (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. 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 Guarantors, 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. 

ARTICLE VI 
 THE TRUSTEE

 Section 601. Certain Duties and Responsibilities of Trustee. 
  

	 	(1)	Except during the continuance of an Event of Default with respect to any series of Securities, 


  


  


  
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	 	(A)	the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read
into this Indenture against the Trustee with respect to such series; and 

  

	 	(B)	in the absence of bad faith on its part, the Trustee may conclusively rely with respect to the Securities of such series, as to the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the
Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts, statements, opinions or
conclusions stated therein). 

  

	 	(2)	In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture with respect to the Securities
of such series, 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. 


 

	 	(3)	No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: 


 

	 	(A)	this Section 601(3) shall not be construed to limit the effect of Section 601(1) or Section 601(4); 

  

	 	(B)	the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the
pertinent facts; and 

  

	 	(C)	the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding
Securities of any series, determined as provided in Sections 101, 104 and 511, 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. 

  

	 	(4)	No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. 


  


  


  
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	 	(6)	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 601. 

 Section 602. Notice of Defaults. 

If a Default occurs with respect to Securities of any series and is continuing and written notice of such Default has been received by a
Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, the Trustee shall give to each Holder of Securities of such series notice of Default within 90 days after such written notice is received by such Responsible Officer.
Except in the case of a Default in payment of principal of or interest on any Security, the Trustee may withhold notice if and so long as it in good faith determines that withholding such notice is in the interests of Holders of Securities of such
series. 
 Section 603. Certain Rights of Trustee. 

Subject to the provisions of Section 601: 
  

	 	(1)	the Trustee may conclusively rely and shall fully 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 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, and any resolution of the member or members of the Company or board of managers of the
Company, as the case may be, shall be sufficiently evidenced by a Company Resolution thereof; 

  

	 	(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, conclusively rely upon an Officers’ Certificate of the Company or the Guarantors; 


 

	 	(4)	the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon; 

  

	 	(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 pursuant to this Indenture, unless such Holders shall
have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; 


  


  


  
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	 	(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 shall determine to make
such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company or the Guarantors, personally or by agent or attorney at the sole cost of the Company or the Guarantors and shall incur no
liability or additional liability of any kind by reason of such inquiry or investigation; 

  

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

  

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

  

	 	(9)	the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by
this Indenture; 

  

	 	(10)	anything in this Indenture notwithstanding, 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; 

  

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


  

	 	(12)	the Trustee shall not be deemed to have notice of any Default or Event of Default unless written notice of such Default or Event of Default, as the case may be, has been received by a Responsible Officer of the Trustee
at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture; 


  


  


  
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	 	(13)	the Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this
Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded; and


  

	 	(14)	the permissive right of the Trustee to take or refrain from taking action hereunder shall not be construed as a duty 


Section 604. Not Responsible for Recitals or Issuance of Securities. 

The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the
statements of the Company and the Guarantors, as the case may be, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or the
Guarantees. The Trustee shall not be accountable for the use or application by the Company of Securities or the proceeds thereof. 

Section 605. May Hold Securities. 

The Trustee, any Paying Agent, any Security Registrar or any other agent of the Company or the Guarantors, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar or such other agent. 

Section 606. Money Held in Trust. 

Money held by the Trustee in trust hereunder shall, until used or applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company. 

Section 607. Compensation and Reimbursement. 

The Company and each Guarantor, jointly and severally, agrees: 
  

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


  


  


  
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	 	(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 reasonable expenses and disbursements of its agents and counsel and all Persons not regularly in its employ), except any such expense, disbursement or advance as may be attributable to its
negligence, willful misconduct or bad faith, and the Trustee shall provide the Company reasonable notice of any expenditure not in the ordinary course of business; and 


 

	 	(3)	to indemnify each of the Trustee or any predecessor Trustee and their officers, agents, directors and employees for, and to hold them harmless against, any and all loss, damage, claims, liability or expense incurred
without negligence or bad faith on its part, arising out of or in connection with this Indenture, the Securities and the transactions contemplated hereby and thereby, including the acceptance or administration of the trust or trusts hereunder,
including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Company, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties
hereunder, or in connection with enforcing the provisions of this Section. 

 In addition to, but without prejudice to its
other rights under this Indenture, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or (6), the expenses (including the reasonable charges and expenses of its counsel) and
the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law. 

“Trustee” for purposes of this Section shall include any predecessor Trustee; provided, however, that the negligence,
willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. 
 As security for the
performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by it hereunder for any amount owing it or any predecessor Trustee pursuant to this
Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities for the payment of principal of and premium, if any, or interest. 

The provisions of this Section 607 shall survive the satisfaction and discharge of the Securities, the termination for any reason of this
Indenture and the resignation or removal of the Trustee. 
 Section 608. Conflicting Interests. 

If the Trustee has or shall acquire a conflicting interest within the meaning of Section 310(b) 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. 

  


  


  
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 To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series. 
 Section 609. Corporate
Trustee Required; Eligibility. 
 There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of
each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, has a combined capital and surplus of at least $50,000,000
and has its Corporate Trust Office in the Borough of Manhattan, The City of New York or any other major city in the United States that is acceptable to the Company. If any such Person publishes reports of condition at least annually, pursuant to law
or to the requirements of its supervising or examining authority, then for the purposes of this Section 609 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its
combined capital and surplus as set forth in its most recent annual report of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this
Section 609, it shall resign immediately in the manner and with the effect hereinafter specified in this Article VI. 
 Section 610.
Resignation and Removal; Appointment of Successor. 
 No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article VI shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611. 

The Trustee or any successor hereafter appointed may resign at any time with respect to the Securities of one or more series by giving written
notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may
petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 

The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in aggregate principal
amount of the Outstanding Securities of such series, upon written notice delivered to the Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such
series. 
 If at any time: 
  

	 	(1)	the Trustee shall fail to comply with Section 608 after written request therefor by the Company, the Guarantors or any Holder who has been a bona fide Holder of a Security for at least six months, or



  


  


  
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	 	(2)	the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company, the Guarantors or any such Holder, or 


 

	 	(3)	the Trustee shall become incapable of acting or shall be adjudged bankrupt or insolvent, or commence a voluntary bankruptcy proceeding, or a receiver of the Trustee or of its property shall be appointed or consented to,
or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, 


then, in any such case, (A) the Company or the Guarantors may remove the Trustee with respect to all Securities or (B) subject to Section 513,
Holders of 10% in aggregate principal amount of Securities of any series who have been bona fide Holders of such Securities for at least six months may, on behalf of themselves and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. 

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 or the Guarantors 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) and shall comply with the applicable requirements of
Section 611. 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
aggregate 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 in accordance with the applicable
requirements of Section 611, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company or the Guarantors. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company the Guarantors or the Holders and accepted appointment in the manner required by Section 611, Holders of 10% in aggregate principal amount of Securities of any series who have
been bona fide Holders of Securities of such series for at least six months may, on behalf of themselves 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. 
 The Company or the Guarantors 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 all Holders of Securities of such series in the manner provided 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. 

  


  


  
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 Section 611. Acceptance of Appointment by Successor. 

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, the Guarantors and the retiring Trustee a written 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, the Guarantors or the successor Trustee, such retiring Trustee
shall, upon payment of its charges, execute and deliver a written 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 nonetheless to the lien provided for in Section 607. 
 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 Guarantors, 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 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, the Guarantors 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 nonetheless to the lien provided for in Section 607. 

Upon request of any such successor Trustee, the Company and the Guarantors shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be. 

  


  


  
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 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 VI. 
 Upon acceptance of appointment by a successor trustee as
provided in this Section, the Company shall transmit notice of the succession of such trustee hereunder by mail, first class postage prepaid, to the Holders, as their names and addresses appear upon the Security Register. If the Company fails to
transmit such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company. 

Section 612. Merger, Conversion, Consolidation or Succession to Business. 

Any Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any Person succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder; provided that such Person
shall be otherwise qualified and eligible under this Article VI, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by
the Trustee then in office, any successor by merger, conversion, consolidation or sale to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had
itself authenticated such Securities; and in case at that time any Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have. 

Section 613. Preferential Collection of Claims Against Company. 

The Trustee shall comply with Section 311(a) of the TIA, excluding any creditor relationship listed in Section 311(b) of the TIA. A
Trustee who has resigned or has been removed shall comply with Section 311(a) of the TIA to the extent indicated. 
 Section 614.
Trustee’s Application for Instructions from the Company. 
 Any application by the Trustee for written instructions from the
Company may, at the option of the Trustee, set forth in writing any action proposed (to the extent not provided for in this Indenture) to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be
taken or such omission shall be effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date
shall not be less than 10 Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the
effective date in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted. 

  


  


  
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 ARTICLE VII 

HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE, 

THE COMPANY AND THE GUARANTORS 

Section 701. Company to Furnish Trustee Names and Addresses of Holders. 

If the Trustee is not the Security Registrar, the Company shall cause the Security Registrar to furnish to the Trustee, in writing at least
five Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders of Securities of
each series. 
 Section 702. Preservation of Information; Communications to Holders. 

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 dispose of any list furnished to it as provided in Section 701
upon receipt of a new list so furnished. 
 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 privileges of the Trustee, shall be as provided by the Trust Indenture Act. 

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, as if the Trust Indenture Act were applicable. 

Section 703. Reports by Trustee. 

The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant thereto. 
 A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange and automated quotation system, if any, upon which any Securities are listed, with the Commission (if accepted for filing by the Commission) and the Company. The Trustee shall
be notified in writing when any Securities are listed on any stock exchange or automated quotation system or delisted therefrom. 
 Section 704.
Reports by the Company and the Guarantors. 
 Delivery of reports, information and documents to the Trustee is for informational
purposes only and shall not constitute a representation or warranty as to the accuracy or completeness of the reports, information and documents. 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 or the Guarantors’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’
Certificates of the Company). 

  


  


  
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 ARTICLE VIII 

CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS 

Section 801. Company and Guarantors May Merge or Transfer Assets on Certain Terms. 

(a) None of the Credit Parties shall be a party to a Substantially All Merger or participate in a Substantially All Sale, unless: 

 

	 	(1)	such Credit Party is the surviving Person, or the Person formed by or surviving such Substantially All Merger or to which such Substantially All Sale has been made is organized under the laws of the United States,
Belgium, Bermuda, Canada, Cayman Islands, France, Germany, Gibraltar, Ireland, Italy, Luxembourg, the Netherlands, Switzerland, the United Kingdom or British Crown Dependencies, a member country of the Organisation for Economic Co-operation and
Development or any political subdivision of any of the foregoing (collectively, the “Permitted Jurisdictions”), and has expressly assumed by supplemental indenture all of the obligations of such Credit Party under this Indenture;


  

	 	(2)	immediately after giving effect to such transaction, no Default or Event of Default has occurred and is continuing; and 

  

	 	(3)	the Company delivers to the Trustee an Officers’ Certificate of the Company and an Opinion of Counsel, each stating that such transaction and any supplemental indenture relating thereto comply with this Indenture
and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. 

 (b)
For as long as any Securities of any series under this Indenture remain outstanding, each of the Credit Parties must be organized under the laws of a Permitted Jurisdiction. 

Section 802. Successor Person Substituted. 

Upon the consummation of a transaction contemplated by and consummated in accordance with Section 801, the successor Person shall succeed
to, and be substituted for, and may exercise every right and power of, the applicable Credit Party under this Indenture, with the same effect as if such successor Person had been an original party to this Indenture, and, except in the case of a
lease, the applicable Credit Party shall be released from all of its liabilities and obligations under this Indenture and the Securities (including the Guarantees). 

  


  


  
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 ARTICLE IX 

SUPPLEMENTAL INDENTURES 
 Section 901.
Supplemental Indentures Without Consent of Holders. 
 Without the consent of any Holders, the Company, the Guarantors and the
Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 
  

	 	(1)	to add to the covenants for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly
being included solely for the benefit of such series) or to surrender any right or power conferred upon the Company or any Guarantor hereunder, under any indenture supplemental hereto or under any series of Securities; 


 

	 	(2)	to evidence the succession of another Person to the Company or any Guarantor, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company or such
Guarantor pursuant to Article VIII; 

  

	 	(3)	to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities,
stating that such additional Events of Default are expressly being included solely for the benefit of such series); 

  

	 	(4)	to add new Guarantors; 

  

	 	(5)	to provide for the release of any Guarantor in accordance with this Indenture; 

  

	 	(6)	to secure the Securities; 

  

	 	(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, pursuant to the requirements of Section 611; or 

  

	 	(8)	to provide for the issuance of additional Securities of any series; 

  

	 	(9)	to establish the form or terms of Securities of any series as permitted by Sections 201 and 301; 

  

	 	(10)	to comply with the rules of any applicable Depositary; 

  

	 	(11)	to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in uncertificated form; 


  


  


  
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	 	(12)	to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities; provided that any such addition, change or elimination (A) shall neither (i) apply
to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or
(B) shall become effective only when there is no Security described in clause (i) Outstanding; 

  

	 	(13)	to cure any ambiguity, to correct or supplement any provision of this Indenture or in any supplemental indenture which may be defective or inconsistent with any other provision herein or in any supplemental indenture;


  

	 	(14)	to change any other provision contained in the Securities of any series or under this Indenture; provided that such action pursuant to this clause (14) shall not adversely affect the interests of the Holders
of Securities of any series in any material respect; and 

  

	 	(15)	to conform the text of this Indenture, the Securities or any supplemental indenture to any provision of the “Description of the Notes” or similarly captioned section of any offering memorandum, offering
circular, prospectus supplement or similar offering document relating to Securities of such series, in each case, as stated in an Officers’ Certificate. 


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 the Outstanding Securities of each series
affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange for Securities), by Act of said Holders delivered to the Company, the Guarantors and the Trustee, the Company, the Guarantors 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 or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of such series affected thereby: 

 

	 	(1)	change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security; 

  

	 	(2)	reduce the principal amount of any Security or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 503, or reduce the rate of or extend the time of payment of interest on any Security; 

  

	 	(3)	reduce any premium payable upon the redemption of or change the date on which any Security may or must be redeemed; 


  


  


  
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	 	(4)	change the coin or currency in which the principal of or premium, if any, or interest on any Security is payable; 

  

	 	(5)	impair the right of any Holder to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); 


 

	 	(6)	reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; 

  

	 	(7)	modify any of the provisions of this Section 902, Section 512 or Section 1005, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the
Trustee” and concomitant changes in this Section 902 and Section 1005, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(7); 


 

	 	(8)	if the Securities of any series are convertible into or for any other securities or property of the Company, make any change that adversely affects in any material respect the right to convert any Security of such
series (except as permitted by Section 901) or decrease the conversion rate or increase the conversion price of any such Security of such series, unless such decrease or increase is permitted by the terms of such Security; 


 

	 	(9)	subordinate the Securities of any series or any Guarantee of a Guarantor in respect thereof to any other obligation of the Company or such Guarantor; 


 

	 	(10)	modify the terms of any Guarantee in a manner adverse to the Holders of Securities of a series; or 

  

	 	(11)	modify clauses (1) through (10) above. 

 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. 

It shall not be necessary for any Act of Holders under this Section 902 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance thereof. 

  


  


  
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 Section 903. Execution of Supplemental Indentures. 

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and, subject to Section 601, shall be fully protected in relying upon, in addition to the documents required by Section 102, an Opinion of Counsel
or an Officers’ Certificate stating that the execution of such supplemental indenture is authorized or permitted by this Indenture, that such supplemental indenture is the legal, valid and binding obligation of the Company enforceable against
it in accordance with its terms, and that all conditions precedent in this Indenture to the execution of such supplemental indenture, if any, have been complied with; provided, however, that no such Opinion of Counsel shall be required
in the case of any supplemental indenture executed and delivered concurrently with the original execution and delivery of 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 IX, 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. Reserved. 
 Section 906. Notice
of Supplemental Indenture; Reference in Securities to Supplemental Indentures. 
 After a supplemental indenture under Section 901
and 902 becomes effective, the Company shall mail to the Trustee a notice briefly describing such supplemental indenture or a copy of such supplemental indenture and the Trustee shall on behalf of the Company and at the expense of the Company mail
such notice or supplemental indenture to Holders affected thereby. Any failure of the Trustee to mail such notice, or any defect therein, or any failure of the Trustee to mail such supplemental indenture, shall not in any way impair or affect the
validity of any such supplemental indenture. 
 Securities of any series authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article IX may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any
series so modified as to conform, in the opinion of the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.


  


  


  
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 ARTICLE X

COVENANTS 
 Section 1001. Payment
of Principal, Premium, if any, and Interest. 
 The Company covenants and agrees for the benefit of each series of Securities that it
will duly and punctually pay the principal of and premium, if any, and interest on the Securities of such series in accordance with the terms of the Securities and this Indenture. Principal and interest shall be considered paid on the date due if,
on or before 11:00 a.m. (New York City time) on such date, the Trustee or the Paying Agent (or, if the Company or any Subsidiary of a Credit Party is the Paying Agent, the segregated account or separate trust fund maintained by the Company or such
Subsidiary pursuant to Section 1003) holds in accordance with this Indenture money sufficient to pay all principal and interest then due. 

The Company shall pay interest on overdue principal at the rate specified therefor in the Securities, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful as provided in Section 307. 
 Notwithstanding anything to the contrary
contained in this Indenture, the Company, the Guarantors or the Paying Agent may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America or other domestic or foreign
taxing authorities from principal or interest payments hereunder. 
 Section 1002. Maintenance of Office or Agency. 

The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of such series may be
presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities may be surrendered for conversion, and where notices and demands to or upon the Company in respect of
the Securities of such series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of 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. The Company hereby appoints the
Trustee as its agent to receive all such 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 such designations; 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 each Place of Payment 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. 
 With respect to any Global
Security, and except as otherwise may be specified for such Global Security as contemplated by Section 301, the Corporate Trust Office of the Trustee shall be the Place of Payment where such Global Security may be presented or surrendered for


  


  


  
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payment or for registration of transfer or exchange, or where successor Securities may be delivered in exchange therefor; provided, however, that any such payment, presentation,
surrender or delivery effected pursuant to the Applicable Procedures of the Depositary for such Global Security shall be deemed to have been effected at the Place of Payment for such Global Security in accordance with the provisions of this
Indenture. 
 Section 1003. Money for Securities Payments to Be Held in Trust. 

If the Company shall at any time act as Paying Agent with respect to any series of Securities, it will, on or before each due date for the
principal of or premium, if any, or interest on any of the Securities of such series, segregate and hold in trust for the benefit of the Holders of such Securities a sum sufficient to pay the principal and premium, if any, and interest so becoming
due until such sums shall be paid to such Holders 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, no later than 11:00 a.m. (New York City time)
on each due date for the principal of or premium, if any, or interest on any Securities of such series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held in trust for the Holders of such Securities entitled to the
same, 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 shall agree with the Trustee, subject to the provisions of this
Section 1003, that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal of or interest on the Securities and shall notify the Trustee in writing of any
default by the Company in making any such payment. 
 The Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as
those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 

Subject to any applicable abandoned property law, 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 on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company 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, 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. 

  


  


  
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 Section 1004. Statement by Officers as to Default. 

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 an
Officers’ Certificate of the Company signed by its principal executive officer, principal financial officer or principal accounting officer, stating whether or not, to the best knowledge of such Officer, the Company is in default in the
performance and observance of any of the terms, provisions and conditions of this Indenture applicable to it (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all
such defaults and the nature and status thereof of which such Officer may have knowledge. 
 The Company shall deliver to the Trustee, as
soon as possible and in any event within 30 days after the Company becomes aware of the occurrence of any Default or Event of Default an Officers’ Certificate setting forth the details of such Default or Event of Default, its status and the
actions which the Company is taking or proposes to take with respect thereto. 
 Section 1005. Waiver of Certain Covenants. 

Except as otherwise specified as contemplated by Section 301 for Securities of such series, the Company or the Guarantors, as the case
may be, may, with respect to the Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 301(18), Section 901(1) or
Section 901(12) for the benefit of the Holders of such series or in Article VIII, 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 term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the Company or the Guarantors, as the case may be, and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

 ARTICLE XI

REDEMPTION OF SECURITIES 

Section 1101. Applicability of Article. 

Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for such Securities) in accordance with this Article XI. 
 Section 1102. Election to
Redeem; Notice to Trustee. 
 The election of the Company to redeem any Securities shall be evidenced by a Company Resolution or an
Officers’ Certificate of the Company or in another manner specified as contemplated by Section 301 for such Securities. In case of any redemption at the election of the Company of the Securities of any series (including any such redemption
affecting only a single Security), the Company shall, at least 15 days prior to the date any notice of a redemption is to be given to the Holders pursuant to Section 1104 (unless a shorter notice shall be satisfactory to


  


  


  
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the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In
the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate
of the Company 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 (unless all the Securities of such series and of a specified tenor are to be
redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not
previously called for redemption, by such method as the Trustee shall deem fair and appropriate, including by lot or pro rata (subject to the then current rules and procedures of the applicable Depositary), and which may provide for the selection
for redemption of a portion of the principal amount of any Security of such series; provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence. 

If any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of
the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted during a selection of securities to be redeemed shall be treated by
the Trustee as Outstanding for the purpose of such selection. 
 The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption as aforesaid and, in case of any Securities selected for partial redemption as aforesaid, the principal amount thereof to be redeemed. 

The provisions of the three preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. 
 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 Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. 

  


  


  
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 Section 1104. Notice of Redemption. 

Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date (or within such period as otherwise specified as contemplated by Section 301 for Securities of a series), to each Holder of Securities to be redeemed, at such Holder’s address appearing in the Security Register. 

All notices of redemption shall identify the Securities to be redeemed and shall state: 

 

	 	(1)	the Redemption Date; 

  

	 	(2)	the Redemption Price (or the method of calculating such price); 

  

	 	(3)	if less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification (and, in the case of partial redemption of any such Securities, the respective
principal amounts) of the particular Securities to be redeemed and, if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of the particular Security to be redeemed;


  

	 	(4)	that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date;


  

	 	(5)	the place or places where each such Security is to be surrendered for payment of the Redemption Price; 

  

	 	(6)	for any Securities that by their terms may be converted, the terms of conversion, the date on which the right to convert the Security to be redeemed will terminate and the place or places where such Securities may be
surrendered for conversion; 

  

	 	(7)	that the redemption is for a sinking fund, if such is the case; and 

  

	 	(8)	if applicable, the CUSIP, ISIN or any similar numbers of the Securities of such series; provided, however, that no representation will be made as to the correctness or accuracy of the CUSIP, ISIN or any
similar number, if any, listed in such notice or printed on the Securities. 

 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 (which may be rescinded or revoked at any time prior to the time at which the Trustee shall have given such notice to the Holders), by the
Trustee in the name and at the expense of the Company. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice
by mail or any defect in the notice to the Holder of any Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Securities. 

  


  


  
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 Section 1105. Deposit of Redemption Price. 

By no later than 11:00 a.m. (New York City time) on any Redemption Date, the Company shall deposit or cause to be deposited with the Trustee
or with a Paying Agent (or, if any of the Credit Parties is acting as Paying Agent, such Credit Party will segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date or the Securities of the series provide otherwise) accrued interest on, all the Securities which are to be redeemed on that date, other than Securities or portions of Securities called for redemption
which are owned by any of the Credit Parties and have been delivered by such Credit Party to the Trustee for cancellation. All money, if any, earned on funds held by the Paying Agent shall be remitted to the Company. In addition, the Paying Agent
shall promptly return to the Company any money deposited with the Paying Agent by the Company in excess of the amounts necessary to pay the Redemption Price of, and accrued interest, if any, on, all Securities to be redeemed. 

If any Security called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in
trust for the redemption of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 or in the terms of such Security) be paid to
the Company upon Company Request or, if then held by the Company, shall be discharged from such trust. 
 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, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall 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, if applicable, with accrued interest to the Redemption Date; provided, however,
that, unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is on or prior to the Redemption Date will 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; provided further that, unless otherwise specified as contemplated by Section 301, if the
Redemption Date is after a Regular Record Date and on or prior to the Interest Payment Date, the accrued and unpaid interest shall be payable to the Holder of the redeemed Securities registered on the relevant Regular Record Date. 

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium, if any, shall,
until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. 
 Section 1107. Securities Redeemed in
Part. 
 Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or
the Trustee so requires, due endorsement by, or a 

  


  


  
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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 and of like tenor, of any authorized denomination as requested by such Holder, in
principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. 
 ARTICLE XII

 SINKING FUNDS 
 Section 1201.
Applicability of Article. 
 The provisions of this Article XII shall be applicable to any sinking fund for the retirement of
Securities of any series except as otherwise specified as contemplated by Section 301 for such Securities. 
 The minimum amount of any
sinking fund payment provided for by the terms of any series of Securities is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of such Securities is herein
referred to as an “optional sinking fund payment.” If provided for by the terms of any series of Securities, the cash amount of any 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 the series as provided for by the terms of such Securities. 
 Section 1202.
Satisfaction of Sinking Fund Payments with Securities. 
 The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (2) may apply as a credit Securities of a 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 sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms of such
Securities as and to the extent provided for by the terms of such Securities; provided that the Securities to be so credited have not been previously so credited. The Securities to be so credited shall be received and credited for such
purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. 

Section 1203. Redemption of Securities for Sinking Fund. 

Not less than 60 days (or such shorter period as shall be satisfactory to the Trustee) prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers’ Certificate of the Company specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1202 and will also deliver to the Trustee any Securities to be so delivered.
Not less than 30 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund 

  


  


  
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payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in
Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. 

ARTICLE XIII 
 DEFEASANCE
AND COVENANT DEFEASANCE 
 Section 1301. Company’s Option to Effect Defeasance or Covenant Defeasance. 

Unless otherwise provided as contemplated by Section 301, Sections 1302 and 1303 shall apply to all Securities and each series of
Securities, denominated in U.S. dollars and bearing interest at a fixed rate, in accordance with any applicable requirements provided pursuant to Section 301 and upon compliance with the conditions set forth below in this Article XIII; and the
Company may elect, at its option at any time, to have Sections 1302 and 1303 applied to any Securities or any series of Securities, designated pursuant to Section 301 as being defeasible pursuant to such Section 1302 or 1303, in accordance
with any applicable requirements provided pursuant to Section 301 and upon compliance with the conditions set forth below in this Article XIII. Any such election shall be evidenced by a Company Resolution, Officers’ Certificate of the
Company, one or more indentures supplemental hereto or in another manner specified as contemplated by Section 301 for such Securities. 

Section 1302. Defeasance and Discharge. 

Upon the Company’s exercise of its option, if any, to have this Section 1302 applied to any Securities or any series of Securities,
or if this Section 1302 shall otherwise apply to any Securities or any series of Securities, the Company and the Guarantors shall be deemed to have been discharged from their respective obligations with respect to such Securities and related
Guarantees as provided in this Section 1302 on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means that each of the Company
and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and Guarantees and to have satisfied all its other obligations under such Securities and Guarantees and this Indenture insofar as
such Securities and Guarantees are concerned (and the Trustee, at the expense of the Company or the Guarantors, as the case may be, shall execute proper instruments acknowledging the same), subject to the following which shall survive until
otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1304 and as more fully set forth in such Section 1305, payments in respect of the
principal of and premium, if any, and interest on such Securities when payments are due, (2) the Company’s obligations with respect to such Securities and the Guarantors’ obligations with respect to such Guarantees under Sections 304,
305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option, if any, to have this
Section 1302 applied to the Securities of any series and the related Guarantees notwithstanding the prior exercise of its option, if any, to have Section 1303 applied to such Securities and Guarantees. 

  


  


  
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 Section 1303. Covenant Defeasance. 

Upon the Company’s exercise of its option, if any, to have this Section 1303 applied to any Securities or any series of Securities,
or if this Section 1303 shall otherwise apply to any Securities or any series of Securities, (1) the Company and the Guarantors shall be released from their respective obligations under Section 801 and any covenants provided which
were made a part of the terms of the Securities of such series in accordance with Section 301(18), Section 901(1) or Section 901(12) for the benefit of the Holders of such Securities and (2) the occurrence of any event specified
in Section 501(4) and Section 501(8) shall be deemed not to be or result in an Event of Default, in each case with respect to such Securities and Guarantees as provided in this Section 1303 on and after the date the conditions set
forth in Section 1304 are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such Securities and Guarantees, each of the Company and the Guarantors may
omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section, whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of
any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities and Guarantees shall be unaffected thereby. 

Section 1304. Conditions to Defeasance or Covenant Defeasance. 

The following shall be the conditions to the application of Section 1302 or 1303 to any Securities or any series of Securities: 

 

	 	(1)	 The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements
contemplated by Section 609 and agrees to comply with the provisions of this Article XIII 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 benefits of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide money
in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and premium, if any, and interest on such Securities on the respective Stated Maturities, in accordance with the terms of this
Indenture and such Securities. As used herein, “U.S. Government Obligation” means (x) any security which is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of the
United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act) as 



  


  


  
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custodian with respect to any U.S. Government Obligation which is specified in clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with
respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held; 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 depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt. 


 

	 	(2)	In the event of an election to have Section 1302 apply to any Securities or any series of Securities, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable Federal income tax law, in either case (A) or (B) to the effect
that, and based thereon such opinion shall confirm that, the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such
Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. 


 

	 	(3)	In the event of an election to have Section 1303 apply to any Securities or any series of Securities, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such
Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same
manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. 

  

	 	(4)	No Default or Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, insofar as Section 501(5) or Section 501(6) are
concerned, at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). 


 

	 	(5)	Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Company is a party or by which it is bound.


  

	 	(6)	The Company shall have delivered to the Trustee an Officers’ Certificate of the Company and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance
have been complied with (in each case, subject to the satisfaction of the condition in clause (5)). 


  


  


  
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 Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the
redemption of Securities at a future date in accordance with Article XI. 
 Section 1305. Deposited Money and U.S. Government Obligations to Be Held
in Trust; Miscellaneous Provisions. 
 Subject to the provisions of the last paragraph of Section 1003, all money and U.S.
Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 1305 and Section 1306, the Trustee and any such other trustee are referred to collectively
as the “Trustee”) pursuant to Section 1304 in respect of any 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 such Paying Agent (including the Company acting as 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, but
money so held in trust need not be segregated from other funds except to the extent required by law. 
 The Company shall pay and indemnify
the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of Outstanding Securities; provided that the Trustee shall be entitled to charge any such tax, fee or other charge to such Holder’s account. 

Anything in this Article XIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to any Securities which are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant
Defeasance, as the case may be, with respect to such Securities. 
 Section 1306. Reinstatement. 

If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article XIII 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 obligations under this Indenture and such Securities and Guarantees from which the Company and the Guarantors
have been discharged or released pursuant to Section 1302 or 1303 shall be revived and reinstated as though no deposit had occurred pursuant to this Article XIII with respect to such Securities and Guarantees, until such time as the Trustee or
Paying Agent is permitted to apply all money held in trust pursuant to Section 1305 with respect to such Securities and Guarantees in accordance with this Article XIII; provided, however, that (a) if the Company or the
Guarantors makes any payment of principal of or premium, if any, or interest on any such Security following such reinstatement of its obligations, the Company or the Guarantors, as the case may be, shall be subrogated to the rights, if any, of the
Holders of such Securities to receive such payment from the money so held in trust and (b) unless otherwise required by any legal proceeding or any order or judgment of any court or governmental authority, the Trustee or Paying Agent shall
return all such money and U.S. Government Obligations to the Company or the Guarantors, as the case may be, promptly after receiving a written request therefor at any time, if such reinstatement of the obligations of the Company or the Guarantors,
as the case may be, has occurred and continues to be in effect. 

  


  


  
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 ARTICLE XIV

GUARANTEE OF SECURITIES 

Section 1401. Guarantee. 
 Each
Guarantor hereby jointly and severally and fully and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee hereunder, and to the Trustee on behalf of each such Holder, the due and punctual payment in full
of the principal of and premium, if any, and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, and interest on the overdue
principal and (to the extent permitted by law) interest, if any, on such Security and all other amounts due and payable under the Indenture (collectively, the “Obligations”), in accordance with the terms of such Security and this
Indenture. If the Company shall fail to pay when due any Obligations, for whatever reason, each Guarantor shall be jointly and severally obligated to pay in cash the same promptly. An Event of Default under this Indenture or the Security of any
series shall entitle the Holders of such Securities to accelerate the Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. 

Section 1402. Additional Guarantors. 

The Company and each Guarantor shall cause each New Apollo Operating Group Entity (other than a Non-Guarantor Entity) to become a Guarantor
pursuant to this Indenture and provide a Guarantee in respect of the Securities. At any time after the Issue Date, AGM may, upon the sole election of the Issuer, become a Guarantor pursuant to this Indenture and provide a Guarantee in respect of the
Securities. 
 Section 1403. Waiver. 

To the fullest extent permitted by applicable law, each Guarantor hereby waives the benefits of diligence, presentment, demand for payment,
any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest or notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that no Guarantee will be discharged in respect of any Security except by complete
performance of the Obligations contained in such Security and in this Article. 
 Section 1404. Guarantee of Payment. 

Each Guarantee shall constitute a guarantee of payment when due and not a guarantee of collection. The Guarantors hereby agree that, in the
event of a default in payment of principal of or premium, if any, or interest on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on
behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against the Guarantors to enforce the Guarantee without first proceeding against the Company. 

  


  


  
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 Section 1405. No Discharge or Diminishment of Guarantee. 

Subject to Section 1410, the obligations of each of the Guarantors hereunder shall be absolute and unconditional and not be subject to
any reduction, limitation, termination, impairment or for any reason (other than the payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be
subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Obligations or otherwise. Without limiting the generality of
the foregoing, the obligations of each of the Guarantors hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder of the Notes to assert any claim or demand or to enforce any remedy under this
Indenture or any Security, any other guarantee or any other agreement, by any waiver, modification or indulgence of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, by any release
of any other Guarantor pursuant to Section 1410 or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any
Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the
Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity
of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 502 of this Indenture. 

Section 1406. Defenses of Company Waived. 

To the extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of the Company or
any other Guarantor or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company, other than final payment in full in cash of the Obligations. Each of the Guarantors
waives any defense arising out of any such election even though such election operates to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each of the Guarantors against the Company or any security. 

Section 1407. Continued Effectiveness. 

Subject to Section 1410, each of the Guarantors further agrees that its Guarantee with respect to any Security hereunder shall remain in
full force and effect and continue to be irrevocable notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or
trustee being appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, 

  


  


  
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as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored or returned by the Trustee or any Holder
of any Security, whether as a “voidable preference,” “fraudulent transfer” upon bankruptcy or reorganization of the Company or otherwise, all as though such payment or performance had not been made, until the date upon which the
entire Obligation, if any, and interest on such Security has been, or has been deemed pursuant to the provisions of this Indenture to have been paid in full. In the event that any payment, or any part thereof, is rescinded, reduced, restored or
returned on any Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returned. 

Section 1408. Subrogation. 
 In
furtherance of the foregoing and not in limitation of any other right of each of the Guarantors by virtue hereof, upon the failure of the Company to pay any Obligation when and as the same shall become due, each of the Guarantors hereby promises to
and will, upon receipt of written demand by the Trustee or any Holder of the Securities of any series, forthwith pay, or cause to be paid, to the Holders in cash the amount of such unpaid Obligations, and thereupon the Holders shall, assign (except
to the extent that such assignment would render a Guarantor a “creditor” of the Company within the meaning of Section 547 of Title 11 of the United States Code as now in effect or hereafter amended or any comparable provision of any
successor statute) the amount of the Obligations owed to it and paid by such Guarantor pursuant to this Guarantee to such Guarantor, such assignment to be pro rata to the extent the Obligations in question were discharged by such Guarantor, or make
such other disposition thereof as such Guarantor shall direct (all without recourse to the Holders, and without any representation or warranty by the Holders). If (a) a Guarantor shall make payment to the Holders of all or any part of the
Obligations and (b) all the Obligations and all other amounts payable under this Indenture shall be paid in full, the Trustee will, at such Guarantor’s request, execute and deliver to such Guarantor appropriate documents, without recourse
and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting from such payment by such Guarantor. 

Section 1409. Subordination. 
 Upon
payment by any Guarantor of any sums to the Holders, as provided above, all rights of such Guarantor against the Company, arising as a result thereof by way of right of subrogation or otherwise, shall in all respects be subordinated and junior in
right of payment to the prior payment in full in cash of all the Obligations to the Trustee; provided, however, that any right of subrogation that such Guarantor may have pursuant to this Indenture is subject to Section 1408. 

Section 1410. Release of Guarantor and Termination of Guarantee. 

A Guarantor shall, upon the occurrence of any of the following events, be automatically and unconditionally released and discharged from all
obligations under this Indenture and its Guarantee without any action required on the part of the Trustee or any Holder; provided that such Guarantor would not, immediately after such release and discharge, be required to become a Guarantor
pursuant to Section 1402: 

  


  


  
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	 	(1)	at any time such Guarantor is not AGM (in the event that AGM is an additional Guarantor of the Notes) and is sold or disposed of (whether by merger, consolidation or the sale of all or substantially all of its assets)
to an entity that is not required to become a Guarantor, if such sale or disposition is otherwise in compliance with this Indenture; 

  

	 	(2)	such Guarantor is designated a Non-Guarantor Entity in accordance with this Indenture; or 

  

	 	(3)	the Company effects a Defeasance or Covenant Defeasance in accordance with Article XIII hereof. 


The Company may designate any Person as a “Non-Guarantor Entity” if (i) such Person is directly or indirectly wholly
owned by one or more of the Credit Parties or (ii) such Person, together with all then-existing Non-Guarantor Entities designated pursuant to this clause (ii) on a combined and consolidated basis and taken as a whole, would not constitute
a Significant Subsidiary (the foregoing, the “Non-Guarantor Limitation”). The Company may also, from time to time, remove the designation of any Person as a Non-Guarantor Entity and must remove the designation as to one or more
Non-Guarantor Entities designated pursuant to clause (ii) of the immediately preceding sentence to the extent as of the end of any fiscal quarter such Non-Guarantor Entities exceed the Non-Guarantor Limitation. Any such designation or removal
by the Company shall be evidenced to the Trustee by promptly filing with the Trustee a Company Resolution giving effect to such designation or removal, and in the case of a designation, a certificate of a financial officer of the Issuer or its
general partner certifying that such designation complied with the foregoing provisions. The Company shall promptly file with the Trustee a notice of any such release of a Guarantor in accordance with this Indenture. 

The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request of the Company accompanied by an
Officers’ Certificate certifying as to the compliance with this Section. 
 Section 1411. Limitation of Guarantors’ Liability. 

Each Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Guarantee by
such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent
applicable to any Guarantor. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the obligations of such Guarantor under this Indenture and its Guarantee shall be limited to the maximum aggregate
amount which, after giving effect to all other contingent and fixed liabilities of such Guarantor, and after giving effect to any collections from or payments made by or on behalf of, any other Guarantor in respect of the obligations of such
Guarantor under its Guarantee or pursuant to any other obligations under this Indenture, will result in the obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance. 

  


  


  
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 Each Guarantee is expressly limited so that in no event, including the acceleration of the
Maturity of the Securities, shall the amount paid or agreed to be paid in respect of interest on the Securities (or fees or other amounts deemed payment for the use of funds) exceed the maximum permissible amount under applicable law, as in effect
on the date hereof and as subsequently amended or modified to allow a greater amount of interest (or fees or other amounts deemed payment for the use of funds) to be paid under such Guarantee. If for any reason the amount in respect of interest (or
fees or other amounts deemed payment for the use of funds) required by a Guarantee exceeds such maximum permissible amount, the obligation to pay interest under such Guarantee (or fees or other amounts deemed payment for the use of funds) shall be
automatically reduced to such maximum permissible amount and any amounts collected by any holder of any Security in excess of the permissible amount shall be automatically applied to reduce the outstanding principal on such Security. 

Section 1412. No Obligation to Take Action Against the Company. 

Neither the Trustee, any Holder nor any other Person shall have any obligation to enforce or exhaust any rights or remedies or take any other
steps under any security for the Obligations or against the Company or any other Person or any Property of the Company or any other Person before the Trustee, such Holder or such other Person is entitled to demand payment and performance by any or
all Guarantors of their liabilities and obligations under their Guarantee. 
 Section 1413. Execution and Delivery. 

To evidence its Guarantee set forth in this Article XIV, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such
Guarantor by an Officer of such Guarantor, and in the case of any New Apollo Operating Group Entity that becomes, or AGM becomes, a Guarantor in accordance with this Indenture, such New Apollo Operating Group Entity’s or AGM’s Guarantee
shall be evidenced by the execution and delivery on behalf of such New Apollo Operating Group Entity or AGM, as applicable, of a supplemental indenture hereto by an Officer of such New Apollo Operating Group Entity or AGM, as applicable. 

Each Guarantor hereby agrees that its Guarantee set forth in this Article XIV shall remain in full force and effect notwithstanding the
absence of the endorsement of any notation of such Guarantee on any Securities. 
 If an Officer whose signature is on this Indenture no
longer holds that office at the time the Trustee authenticates any Security, the Guarantee shall be valid nevertheless. 
 The delivery of
any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. 

*        *        * 

  


  


  
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 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 instrument. 
 [Signature page follows]


  


  


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

					
	Apollo Management Holdings, L.P., as Issuer
		
	By:	 	Apollo Management Holdings GP, LLC, its general partner
		
	By:	 	 /s/ Jessica L. Lomm

		 	Name:	 	Jessica L. Lomm
		 	Title:	 	Vice President
	
	Apollo Principal Holdings I, L.P., as Guarantor
		
	By:	 	Apollo Principal Holdings I GP, LLC, its general partner
		
	By:	 	 /s/ Jessica L. Lomm

		 	Name:	 	Jessica L. Lomm
		 	Title:	 	Vice President
	
	Apollo Principal Holdings II, L.P., as Guarantor
		
	By:	 	Apollo Principal Holdings II GP, LLC, its general partner
		
	By:	 	 /s/ Jessica L. Lomm

		 	Name:	 	Jessica L. Lomm
		 	Title:	 	Vice President


  
  

  
 [Signature Page to
Base Indenture] 








 
					
	 Apollo Principal Holdings III, L.P., as Guarantor

		
	 By:
	 	Apollo Principal Holdings III GP, Ltd., its general partner
		
	 By:
	 	 /s/ Jessica L. Lomm

		 	Name:	 	Jessica L. Lomm 
		 	Title:	 	Vice President
	
	 Apollo Principal Holdings IV, L.P., as Guarantor

		
	 By:
	 	Apollo Principal Holdings IV GP, Ltd., its general partner
		
	 By:
	 	 /s/ Jessica L. Lomm

		 	Name:	 	Jessica L. Lomm 
		 	Title:	 	Vice President
	
	 Apollo Principal Holdings V, L.P., as Guarantor

		
	 By:
	 	Apollo Principal Holdings V GP, LLC, its general partner
		
	 By:
	 	 /s/ Jessica L. Lomm

		 	Name:	 	Jessica L. Lomm 
		 	Title:	 	Vice President


  
  

  
 [Signature Page to
Base Indenture] 








 
					
	 Apollo Principal Holdings VI, L.P., as

    Guarantor

		
	 By:
	 	Apollo Principal Holdings VI GP, LLC, its general partner
		
	 By:
	 	 /s/ Jessica L. Lomm

		 	Name:	 	 Jessica L. Lomm

		 	Title:	 	Vice President
	
	 Apollo Principal Holdings VII, L.P., as

    Guarantor

		
	By:	 	Apollo Principal Holdings VII GP, Ltd., its general partner
		
	By:	 	 /s/ Jessica L. Lomm

		 	Name:	 	Jessica L. Lomm
		 	Title:	 	Vice President
	
	 Apollo Principal Holdings VIII, L.P., as

    Guarantor

		
	By:	 	Apollo Principal Holdings VIII GP, Ltd., its general partner
		
	By:	 	 /s/ Jessica L. Lomm

		 	Name:	 	Jessica L. Lomm
		 	Title:	 	Vice President


  
  

  
 [Signature Page to
Base Indenture] 








 
					
	 Apollo Principal Holdings IX, L.P., as

    Guarantor

		
	By:	 	Apollo Principal Holdings IX GP, Ltd., its general partner
		
	 By:
	 	 /s/ Jessica L. Lomm

		 	Name:	 	Jessica L. Lomm
		 	Title:	 	Vice President
	
	 AMH Holdings (Cayman), L.P., as

    Guarantor

		
	By:	 	AMH Holdings GP, Ltd., its general partner
	By:	 	Apollo Management Holdings GP, LLC, its sole director
		
	 By:
	 	 /s/ Jessica L. Lomm

		 	Name:	 	Jessica L. Lomm 
		 	Title:	 	Vice President


  
  

  
 [Signature Page to
Base Indenture] 








 
			
	 Wells Fargo Bank, National Association,

    as Trustee

		
	 By:
	 	 /s/ Raymond Delli Colli

		 	Name: Raymond Delli Colli
		 	Title:   Vice President


  
  

 

  
 [Signature Page to
Base Indenture] 








 Schedule I 

GUARANTORS 
 Apollo Principal
Holdings I, L.P. 
 Apollo Principal Holdings II, L.P. 
 Apollo
Principal Holdings III, L.P. 
 Apollo Principal Holdings IV, L.P. 

Apollo Principal Holdings V, L.P. 
 Apollo Principal Holdings VI,
L.P. 
 Apollo Principal Holdings VII, L.P. 
 Apollo Principal
Holdings VIII, L.P. 
 Apollo Principal Holdings IX, L.P. 
 AMH
Holdings (Cayman), L.P.