Form of Subordinated Indenture



 Exhibit 4.2 
 LINCOLN NATIONAL CORPORATION 
 and 
 THE BANK OF NEW YORK MELLON, 
 as Trustee 
 SUBORDINATED INDENTURE 
 Dated as of
                , 200     
 Providing for
the Issuance of 
 Subordinated Debt Securities in Series 







 LINCOLN NATIONAL CORPORATION 
 Reconciliation and Tie between Trust Indenture Act of 1939 
 and Indenture Provisions (1) 
  

									
	 Trust Indenture Act Section
	  	 	 	 Indenture Section

	 Section 310
	  	(a)(1)	  		 		  	6.09
					
		  	(a)(2)	  		 		  	6.09
					
		  	(a)(3)	  		 		  	Not Applicable
					
		  	(a)(4)	  		 		  	Not Applicable
					
		  	(a)(5)	  		 		  	6.09
					
		  	(b)	  		 		  	6.08, 6.10
					
	 Section 311
	  	(a)	  		 		  	6.13
					
		  	(b)	  		 		  	6.13
					
	 Section 312
	  	(a)	  		 		  	7.01, 7.02
					
		  	(b)	  		 		  	7.02
					
		  	(c)	  		 		  	7.02
					
	 Section 313
	  	(a)	  		 		  	7.03
					
		  	(b)	  		 		  	7.03
					
		  	(c)	  		 		  	7.03
					
		  	(d)	  		 		  	7.03
					
	 Section 314
	  	(a)	  		 		  	7.04
					
		  	(a)(4)	  		 		  	10.04
					
		  	(b)	  		 		  	Not Applicable
					
		  	(c)(1)	  		 		  	1.02
					
		  	(c)(2)	  		 		  	1.02
					
		  	(c)(3)	  		 		  	Not Applicable
					
		  	(d)	  		 		  	Not Applicable
					
		  	(e)	  		 		  	1.02









									
	 Trust Indenture Act Section
	  	 	 	 Indenture Section

	Section 315	  	(a)	  		 		  	6.01
					
		  	(b)	  		 		  	6.02
					
		  	(c)	  		 		  	6.01
					
		  	(d)	  		 		  	6.01
					
		  	(e)	  		 		  	5.14
					
	Section 316	  	(a)	  		 		  	1.01
					
		  	(a)(1)(A)	  		 		  	5.02, 5.12
					
		  	(a)(1)(B)	  		 		  	5.13
					
		  	(a)(2)	  		 		  	Not Applicable
					
		  	(b)	  		 		  	5.08
					
		  	(c)	  		 		  	1.04
					
	Section 317	  	(a)(1)	  		 		  	5.03
					
		  	(a)(2)	  		 		  	5.04
					
		  	(b)	  		 		  	10.03
					
	Section 318	  	(a)	  		 		  	1.07

  

	(1)	This reconciliation and tie shall not for any purpose, be deemed to be a part of the Indenture. 








 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page
	 ARTICLE I
 Definitions and Other Provisions of General Application

			
	 SECTION 1.01
	  	Definitions	  	1
	 SECTION 1.02
	  	Compliance Certificates and Opinions	  	8
	 SECTION 1.03
	  	Form of Documents Delivered to Trustee	  	8
	 SECTION 1.04
	  	Acts of Holders; Record Dates	  	9
	 SECTION 1.05
	  	Notices, Etc., to Trustee and Company	  	11
	 SECTION 1.06
	  	Notice to Holders; Waiver	  	11
	 SECTION 1.07
	  	Conflict with Trust Indenture Act	  	12
	 SECTION 1.08
	  	Effect of Headings and Table of Contents	  	12
	 SECTION 1.09
	  	Successors and Assigns	  	12
	 SECTION 1.10
	  	Separability Clause	  	12
	 SECTION 1.11
	  	Benefits of Indenture	  	12
	 SECTION 1.12
	  	Governing Law and Waiver of Jury Trial	  	12
	 SECTION 1.13
	  	Legal Holidays	  	13
	 SECTION 1.14
	  	Computations	  	13
	 SECTION 1.15
	  	Counterparts; Facsimile	  	13
	
	 ARTICLE II
 Security Forms

			
	 SECTION 2.01
	  	Forms Generally	  	13
	 SECTION 2.02
	  	Form of Legend for Global Securities	  	14
	 SECTION 2.03
	  	Form of Trustee’s Certificate of Authentication	  	14
	
	 ARTICLE III
 The Securities

			
	 SECTION 3.01
	  	Creation of Securities in Amount Unlimited	  	15
	 SECTION 3.02
	  	Documents Required for Issuance of Each Series of Securities	  	15
	 SECTION 3.03
	  	Denominations	  	18
	 SECTION 3.04
	  	Execution, Delivery, Dating and Authentication	  	18
	 SECTION 3.05
	  	Temporary Securities	  	19
	 SECTION 3.06
	  	Registration, Registration of Transfer and Exchange	  	20
	 SECTION 3.07
	  	Mutilated, Destroyed, Lost and Stolen Securities	  	22
	 SECTION 3.08
	  	Payment of Interest; Interest Rights Preserved	  	23
	 SECTION 3.09
	  	Persons Deemed Owners	  	24
	 SECTION 3.10
	  	Cancellation	  	24
	 SECTION 3.11
	  	Computation of Interest	  	24
	 SECTION 3.12
	  	Depository	  	24
	 SECTION 3.13
	  	CUSIP Numbers	  	25

  

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	 ARTICLE IV
 Satisfaction and Discharge

			
	 SECTION 4.01
	  	Satisfaction and Discharge of Indenture in Respect of any Series of Securities	  	26
	 SECTION 4.02
	  	Application of Trust Money	  	27
	
	 ARTICLE V
 Remedies

			
	 SECTION 5.01
	  	Events of Default	  	27
	 SECTION 5.02
	  	Acceleration of Maturity; Rescission and Annulment	  	28
	 SECTION 5.03
	  	Collection of Indebtedness and Suits for Enforcement by Trustee	  	29
	 SECTION 5.04
	  	Trustee May File Proofs of Claim	  	30
	 SECTION 5.05
	  	Trustee May Enforce Claims Without Possession of Securities	  	30
	 SECTION 5.06
	  	Application of Money Collected	  	31
	 SECTION 5.07
	  	Limitation on Suits	  	31
	 SECTION 5.08
	  	Unconditional Right of Holders to Receive Principal, Premium and Interest	  	32
	 SECTION 5.09
	  	Restoration of Rights and Remedies	  	32
	 SECTION 5.10
	  	Rights and Remedies Cumulative	  	32
	 SECTION 5.11
	  	Delay or Omission Not Waiver	  	32
	 SECTION 5.12
	  	Control by Holders	  	32
	 SECTION 5.13
	  	Waiver of Past Defaults	  	33
	 SECTION 5.14
	  	Undertaking for Costs	  	33
	 SECTION 5.15
	  	Waiver of Stay or Extension Laws	  	33
	
	 ARTICLE VI
 The Trustee


			
	 SECTION 6.01
	  	Certain Duties and Responsibilities	  	34
	 SECTION 6.02
	  	Notice of Defaults	  	34
	 SECTION 6.03
	  	Certain Rights of Trustee	  	34
	 SECTION 6.04
	  	Not Responsible for Recitals or Issuance of Securities	  	36
	 SECTION 6.05
	  	May Hold Securities	  	36
	 SECTION 6.06
	  	Money Held in Trust	  	36
	 SECTION 6.07
	  	Compensation and Reimbursement	  	36
	 SECTION 6.08
	  	Disqualification; Conflicting Interests	  	37
	 SECTION 6.09
	  	Corporate Trustee Required; Eligibility	  	37
	 SECTION 6.10
	  	Resignation and Removal; Appointment of Successor	  	38
	 SECTION 6.11
	  	Acceptance of Appointment by Successor	  	39
	 SECTION 6.12
	  	Merger, Conversion, Consolidation or Succession to Business	  	40
	 SECTION 6.13
	  	Preferential Collection of Claims Against Company	  	40
	 SECTION 6.14
	  	Appointment of Authenticating Agent	  	40

  

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	 ARTICLE VII
 Holders’ Lists and Reports by Trustee and Company


			
	 SECTION 7.01
	  	Company to Furnish Trustee Names and Addresses of Holders	  	42
	 SECTION 7.02
	  	Preservation of Information; Communications to Holders	  	43
	 SECTION 7.03
	  	Reports by Trustee	  	43
	 SECTION 7.04
	  	Reports by Company	  	43
	
	 ARTICLE VIII
 Consolidation, Merger, Conveyance or Transfer


			
	 SECTION 8.01
	  	Company May Consolidate, Etc., Only on Certain Terms	  	44
	 SECTION 8.02
	  	Successor Corporation Substituted	  	45
	
	 ARTICLE IX
 Supplemental Indentures


			
	 SECTION 9.01
	  	Supplemental Indentures Without Consent of Holders	  	45
	 SECTION 9.02
	  	Supplemental Indentures with Consent of Holders	  	46
	 SECTION 9.03
	  	Execution of Supplemental Indentures	  	47
	 SECTION 9.04
	  	Effect of Supplemental Indentures	  	48
	 SECTION 9.05
	  	Conformity with Trust Indenture Act	  	48
	 SECTION 9.06
	  	Reference in Securities to Supplemental Indentures	  	48
	
	 ARTICLE X
 Covenants


			
	 SECTION 10.01
	  	Payment of Principal, Premium and Interest	  	48
	 SECTION 10.02
	  	Maintenance of Office or Agency	  	48
	 SECTION 10.03
	  	Money for Securities Payments to be Held in Trust	  	49
	 SECTION 10.04
	  	Statement by Officers as to Default	  	50
	 SECTION 10.05
	  	Limitations on Liens on Stock of Restricted Subsidiaries	  	51
	 SECTION 10.06
	  	Limitations on Issue or Disposition of Stock of Restricted Subsidiaries	  	51
	 SECTION 10.07
	  	Waiver of Certain Covenants	  	51
	
	 ARTICLE XI
 Redemption of Securities


			
	 SECTION 11.01
	  	Applicability of Article	  	52
	 SECTION 11.02
	  	Election to Redeem; Notice to Trustee	  	52
	 SECTION 11.03
	  	Selection by Trustee of Securities to be Redeemed	  	52
	 SECTION 11.04
	  	Notice of Redemption	  	52
	 SECTION 11.05
	  	Deposit of Redemption Price	  	53
	 SECTION 11.06
	  	Securities Payable on Redemption Date	  	54
	 SECTION 11.07
	  	Securities Redeemed in Part	  	54

  

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	 ARTICLE XII
 Sinking Funds


			
	 SECTION 12.01
	  	Applicability of Article	  	54
	 SECTION 12.02
	  	Satisfaction of Sinking Fund Payments with Securities	  	55
	 SECTION 12.03
	  	Redemption of Securities for Sinking Fund	  	55
	
	 ARTICLE XIII
 Subordination of Securities


			
	 SECTION 13.01
	  	Securities Subordinate to Senior Indebtedness	  	55
	 SECTION 13.02
	  	Payment Over of Proceeds Upon Dissolution, Etc.	  	55
	 SECTION 13.03
	  	Prior Payment to Senior Indebtedness Upon Acceleration of Securities	  	56
	 SECTION 13.04
	  	No Payment When Senior Indebtedness in Default	  	57
	 SECTION 13.05
	  	Payment Permitted if No Default	  	58
	 SECTION 13.06
	  	Subrogation to Rights of Holders of Senior Indebtedness	  	58
	 SECTION 13.07
	  	Provisions Solely to Define Relative Rights	  	58
	 SECTION 13.08
	  	Trustee to Effectuate Subordination	  	59
	 SECTION 13.09
	  	No Waiver of Subordination Provisions	  	59
	 SECTION 13.10
	  	Notice to Trustee	  	59
	 SECTION 13.11
	  	Reliance on Judicial Order or Certificate of Liquidating Agent	  	60
	 SECTION 13.12
	  	Trustee Not Fiduciary For Holders of Senior Indebtedness	  	60
	 SECTION 13.13
	  	Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights	  	60
	 SECTION 13.14
	  	Article Applicable to Paying Agents	  	60
	 SECTION 13.15
	  	Certain Conversions or Exchanges Deemed Payment	  	60
	
	 ARTICLE XIV
 Defeasance and Covenant Defeasance


			
	 SECTION 14.01
	  	Company’s Option to Effect Defeasance or Covenant Defeasance	  	61
	 SECTION 14.02
	  	Defeasance and Discharge	  	61
	 SECTION 14.03
	  	Covenant Defeasance	  	61
	 SECTION 14.04
	  	Conditions to Defeasance or Covenant Defeasance	  	62
	 SECTION 14.05
	  	Deposited Money or U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	  	63
	 SECTION 14.06
	  	Reinstatement	  	63

  

 iv 








 SUBORDINATED INDENTURE, dated as of
                , 200    , between Lincoln National Corporation, an Indiana corporation (the “Company”), and The Bank of New
York Mellon, a New York banking corporation, as trustee hereunder (the “Trustee”). 
 RECITALS OF THE COMPANY 
 The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured subordinated
debentures, notes or other evidences of indebtedness (the “Securities”), to be issued in one or more series as provided in this Indenture. 
 All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done. 
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 
 For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of a series thereof, as follows: 
 ARTICLE I 
 Definitions and Other Provisions of General Application 
 SECTION 1.01 Definitions. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

 (a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

 (b) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein; 
 (c) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with
generally accepted accounting principles, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting
principles as are generally accepted in the United States of America at the date of such computation; and 
 (d) the words
“herein”, “hereinafter”, “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. Certain terms, used
principally within an Article of this Indenture, may be defined in that Article. 
 “Act”, when used with respect to any
Holder, has the meaning specified in Section 1.04. 
  

 1 








 “Affiliate” of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 

“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to
authenticate Securities of one or more series. 
 “Board of Directors” means the board of directors of the Company,
any duly authorized committee of that board or any officer of the Company delegated the power of either the board of directors of the Company or any duly authorized committee of that board.  
 “Board Resolution” means a copy of a resolution certified by Secretary or Assistant Secretary of the Company to have been duly adopted
by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Trustee. 
 “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York, New York or, when used with respect to any Place of Payment, that Place of Payment are
authorized or obligated by law or executive order to close. 
 “Capital Stock” means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) corporate stock.  
 “Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act or, if at any time after the execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. 
 “Company” means the Person named as the “Company” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter
“Company” shall mean such successor Person. 
 “Company Request” or “Company Order” means a
written request or order signed in the name of the Company by one of its officers 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 principally administered, which office at the date hereof is 101 Barclay Street, Floor 8 West, New York, New York 10286,
except that with respect to the presentation of Securities for payment or for registration of transfer and exchange, such term shall mean the office or the agency of the Trustee designated for such purpose. 
 “Corporation” includes corporations, associations, companies (including limited liability companies) and business trusts. 

 “Covenant Defeasance” has the meaning specified in Section 14.03. 
  

 2 








 “Defaulted Interest” has the meaning specified in Section 3.08(b). 
 “Defeasance” has the meaning specified in Section 14.02. 
 “Depositary” means the clearing agency registered under the Exchange Act that is designated by the Company to act as depositary
for any series of Securities (or any successor to such clearing agency). 
 “Dollar” means the currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts. 
 “Event of
Default” has the meaning specified in Section 5.01. 
 “Exchange Act” means the 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 1.04. 
 “Global Security” means a Security that evidences all or part of the Securities of any
series and bears the legend set forth in Section 2.02 (or such legend as may be specified as contemplated by Section 3.02 for such Securities). 
 “Holder” or “holder” means a Person in whose name at the time a particular Security is registered in the Security Register. 
 “Indebtedness” of any Person means the principal of (and premium, if any) and interest, if any, due on indebtedness of such
Person, whether outstanding on the date of this Indenture or thereafter created, incurred or assumed, whether recourse is to all or a portion of the assets of such Person and whether or not contingent, which is (a) indebtedness for money
borrowed, and (b) any amendments, renewals, extensions, modifications and refundings of any such indebtedness. For the purposes of this definition, “indebtedness for money borrowed” means (i) any obligation of, or any obligation
guaranteed by, such Person for the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes or other written instruments, (ii) any obligation of, or any such obligation guaranteed by, such Person evidenced by bonds,
debentures, notes or similar written instruments, including obligations assumed or incurred in connection with the acquisition of property, assets or businesses (provided, however, that the deferred purchase price of any property, assets or business
shall not be considered Indebtedness if the purchase price thereof is payable in full within 90 days from the date on which such indebtedness was created), and (iii) any obligations of such Person as lessee under leases required to be
capitalized on the balance sheet of the lessee under generally accepted accounting principles and leases of property or assets made as part of any sale and lease-back transaction to which such Person is a party. Indebtedness does not include trade
accounts payable or accrued liability arising in the ordinary course of business.  
 “Indenture” means this
instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and
any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be 

  

 3 








 
a part of and govern this instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of
particular series of Securities established as contemplated by Section 3.02. 
 “Interest Payment Date”, when used with
respect to any Security, means the Stated Maturity of an installment of interest on such Security. 
 “Interest Rate” means
the rate of interest specified or determined as specified in each Security as being the rate of interest payable on such Security. 
 “Investment Company Act” means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time. 
 “Junior Subordinated Payment” has the meaning specified in Section 13.02. 
 “Lien” means any mortgage, pledge, security interest or lien or other encumbrance of any nature whatsoever. 
 “Maturity”, when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity
or by declaration of acceleration, call for redemption or otherwise. 
 “Notice of Default” means a written notice of the
kind specified in Section 5.01(iv). 
 “Officer’s Certificate” means a certificate signed by an officer of the Company,
and delivered to the Trustee. Each such Officer’s Certificate shall contain the statements provided in Section 1.02 if and to the extent required by the provisions of such Section. 
 “Opinion of Counsel” means a written opinion of counsel, who may be counsel for or an employee of the Company and who shall be
acceptable to the Trustee. Each Opinion of Counsel shall contain the statements provided in Section 1.02 if and to the extent required by the provisions of such Section. 
 “Original Issue Date” means the date of issuance specified as such in each Security. 
 “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 5.02. 
 “Outstanding” or
“outstanding”, when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except: 
 (i) Securities theretofore cancelled by the Trustee or delivered or deemed delivered to the Trustee for cancellation; 
  

 4 








 (ii) Securities for whose payment or redemption money in the necessary amount and in the required
currency or currency unit has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of
such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; 
 (iii) Securities as to which Defeasance has been effected pursuant to Section 14.02; and 
 (iv) Securities which have been paid pursuant to Section 3.07 or in exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities
are valid obligations of the Company; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, 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 5.02, (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 3.02, (C) the principal amount of a Security denominated in one or more foreign currencies or currency units
which shall be deemed to be Outstanding shall be the Dollar equivalent, determined as of such date in the manner provided as contemplated by Section 3.02, 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 or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with
respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor. 
 “Paying Agent” means the Trustee or any other Person authorized by the Company to pay the principal of (and premium, if any) or interest, if any, on any Securities on behalf of the Company.

 “Person” or “person” means any individual, corporation, partnership, joint venture, association, limited
liability company, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. 
  

 5 








 “Place of Payment”, when used with respect to the Securities of any series, means the
place or places where the principal of (and premium, if any) and interest, if any, on the Securities of that series are payable as specified in accordance with Section 3.02. 
 “Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.07 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. 
 “Proceeding” has the meaning specified in
Section 13.02. 
 “Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for
such redemption by or pursuant to this Indenture. 
 “Redemption Price”, when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed as calculated by the Company pursuant to this Indenture. 
 “Regular Record
Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 3.02, which date shall be, unless otherwise specified pursuant to
Section 3.02, the fifteenth day preceding such Interest Payment Date, whether or not such day shall be a Business Day. 
 “Responsible Trust Officer”, when used with respect to the Trustee, means any of the following officers of the Trustee who engage in corporate trust matters on behalf of the Trustee: any Vice President, any assistant Vice
President, the treasurer, any assistant treasurer, any trust officer or assistant trust officer, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers who shall have
direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular
subject. 
 “Restricted Subsidiary” means The Lincoln National Life Insurance Company so long as it remains a Subsidiary,
and any successor to all or a principal part of its assets and any other Subsidiary which the Board of Directors designates as a Restricted Subsidiary. 
 “Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture. 
 “Security Register” has the meaning specified in Section 3.06(a). 
 “Security Registrar” means the Person appointed as the initial Security Registrar in Section 3.06(a) or any Person appointed by the
Company as a successor or replacement Security Registrar. 
 “Senior Indebtedness” means the principal of (and premium, if
any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company whether or not such claim for post-petition interest is 

  

 6 








 
allowed in such proceeding), on Indebtedness, whether incurred on or prior to the date of this Indenture or thereafter incurred, unless, in the instrument
creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such obligations are not superior in right of payment to the Securities or to other Indebtedness which is pari passu with, or
subordinated to, the Securities; provided, however, that Senior Indebtedness shall not be deemed to include (a) any Indebtedness of the Company which, when incurred and without respect to any election under Section 1111(b) of
Title 11, United States Code, was without recourse to the Company, (b) any Indebtedness of the Company to any of its Subsidiaries, (c) Indebtedness to any employee of the Company or any employee of a Subsidiary of the Company, (d) any
liability for taxes, (e) Indebtedness or other monetary obligations to trade creditors created or assumed by the Company or any of its Subsidiaries in the ordinary course of business in connection with the obtaining of goods, materials or
services and (f) the Securities. 
 “Special Record Date” for the payment of any Defaulted Interest means a date fixed
by the Trustee pursuant to Section 3.08(b). 
 “Stated Maturity”, when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. 
 “Subsidiary” means any entity of which at the time of determination the Company and/or one or more Subsidiaries owns or controls
directly or indirectly more than 50% of the shares of Voting Stock. 
 “Trustee” means the Person named as the
“Trustee” in the first paragraph of this instrument 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 that series. 
 “Trust Indenture Act” means the Trust Indenture Act of 1939 and any statute successor thereto, in each case as amended from time to
time. 
 “United States” means the United States of America (including the states and the District of Columbia), its
territories, its possessions and other areas subject to its jurisdiction. 
 “U.S. Government Obligation” means, with
respect to the Securities of any series, securities which are (i) direct obligations of the United States or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States the
payment of which is unconditionally guaranteed by the United States and which, in either case, are full faith and credit obligations of the United States and are not callable or redeemable at the option of the issuer thereof and shall also include a
depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation held by such custodian for the account of the holder of such
depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the
U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt. 
  

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 “Vice President”, when used with respect to the Trustee, means any vice president,
whether or not designated by a number or a word or words added before or after the title “vice president”. 
 “Voting
Stock” means stock of a Corporation of the class or classes having general voting power under ordinary circumstances in the election of directors, managers or trustees of such Corporation (irrespective of whether or not at the time stock of
any other class or classes shall have or might have voting power by reason of the happening of any contingency). 
 SECTION 1.02
Compliance Certificates and Opinions. (a) Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as
may be required under the Trust Indenture Act. Each such certificate and opinion shall be given in the form of an Officer’s Certificate, if to be given by an officer of the Company, and an Opinion of Counsel, if to be given by counsel, and
shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. In the case of an application or request as to which the furnishing of such documents is specifically required by any provision of
this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. 
 (b) Unless
expressly otherwise specified with respect to any certificate or opinion provided for in this Indenture, every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than annual
certificates provided pursuant to Section 10.04) shall include: 
 (i) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein relating thereto; 
 (ii) 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; 
 (iii) a
statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

 (iv) a statement as to whether or not, in the opinion of each such individual, such condition or covenant has been complied with.

 SECTION 1.03 Form of Documents Delivered to Trustee. (a) In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may
certify or give an opinion 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. 
  

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 (b) Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal
matters, upon a certificate or opinion of, or representations by, 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 his
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 of the Company stating
that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such
matters are erroneous. 
 (c) Where any Person is required to make, give or execute two or more applications, requests, consents,
certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 
 SECTION 1.04 Acts of Holders; Record Dates. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of Securities of any series may be
embodied in and evidenced by (i) one or more instruments of substantially similar tenor signed by such Holders in person or by proxies duly appointed in writing, (ii) the record of such Holders voting in favor thereof, either in person or
by proxies duly appointed in writing, at any meeting of Holders of Securities of such series duly called, or (iii) a combination of any such record and one or more instruments of substantially similar tenor signed by such Holders in person or
by proxies duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such record and/or instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such record or instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments or so voting at any such meeting.
Proof of execution of any such instrument or of a writing appointing any such proxy shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section. 
 (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the
affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution
thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient and in accordance with such reasonable rules as the Trustee determines. 
 (c) The ownership of Securities shall be proved by the Security Register. 
  


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 (d) 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 or the Company in reliance thereon, whether or not notation of such action is made upon such Security. 
 (e) The Company may
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, provided that the Company may not 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 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 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, 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 1.06. 
 (f) The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities entitled to join in the giving or
making of (i) any Notice of Default, (ii) any declaration of acceleration, or any rescission or annulment of any such declaration, referred to in Section 5.02, (iii) any request to institute proceedings referred to in
Section 5.07(ii) or (iv) any direction referred to in Section 5.12. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities 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 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 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 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 in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 1.06. 
  

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 (g) With respect to any record date set pursuant to this Section, 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 1.06, 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, the party hereto which set such record date shall be deemed to have initially designated the 180th 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. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date. 
 (h) 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 1.05 Notices, Etc., to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or other Act of Holders or other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with: 
 (a) the Trustee by any Holder or by the Company shall be made, given, furnished or filed in writing to or with
the Trustee at its Corporate Trust Office and unless otherwise herein expressly provided, any such document shall be deemed to be sufficiently made, given, furnished or filed upon its receipt by a Responsible Trust Officer of the Trustee, or

 (b) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and delivered in person, mailed, first-class postage prepaid, or sent by overnight mail to the Company addressed to it at 150 N. Radnor Chester Road (Suite A305), Radnor, PA 19087 or at any other address previously furnished
in writing to the Trustee by the Company, Attention: Corporate Legal Department. 
 (c) Neither the Company nor the Trustee shall be deemed
to have received any such request, demand, authorization, direction, notice, consent, waiver or other Act of Holders unless given, furnished or filed as provided in this Section 1.05. 
 SECTION 1.06 Notice to Holders; Waiver. (a) Where this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided or unless otherwise specified in such Securities) if in writing and delivered in person, mailed, first-class postage prepaid or sent by overnight mail, to each Holder affected by such
event, at his address as it appears in the Security Register, within the time prescribed for the giving of such notice, and 
 (b) 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 to Holders in the manner specified above, then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder. 
  

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 (c) In any case where notice to a Holder is given in any manner specified in paragraph (a) above,
such notice shall be conclusively presumed to have been duly given, whether or not such Holder receives such notice. In any case where notice to Holders is given in any manner specified in paragraph (a) above, neither the failure to deliver,
mail or send such notice, nor any defect in any notice so mailed or sent, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. 
 (d) Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon
such waiver. 
 SECTION 1.07 Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act which is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act
which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be. 
 SECTION 1.08 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 1.09 Successors and Assigns. All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether
so expressed or not. 
 SECTION 1.10 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 1.11 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 1.12 Governing Law and Waiver of Jury
Trial. This Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to applicable principles of conflicts of laws to the extent the laws of another
jurisdiction would be required thereby. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE
INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY. 
  

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 SECTION 1.13 Legal Holidays. In any case where any Interest Payment Date, Redemption Date,
Maturity, or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security which specifically states that
such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the
same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Maturity or Stated Maturity, as the case may be, provided that no interest shall accrue for the period from and after such Interest Payment Date,
Redemption Date, Maturity or Stated Maturity, as the case may be, to the next succeeding Business Day at such Place of Payment. 
 SECTION
1.14 Computations. Unless otherwise specifically provided, the certificate or opinion of any independent firm of public accountants of recognized standing selected by the Chief Financial Officer or Chief Accounting Officer of the Company
shall be conclusive evidence of the correctness of any computation made under the provisions of this Indenture. The Company shall furnish to the Trustee upon its request a copy of any such certificate or opinion. 
 SECTION 1.15 Counterparts; Facsimile. This Indenture may be executed in any number of counterparts and by the parties hereto in separate
counterparts, and signature pages may be delivered by facsimile, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 
 ARTICLE II 
 Security Forms 

SECTION 2.01 Forms Generally. The Securities of each series shall be in the form or forms established by or pursuant to a Board Resolution or
in one or more indentures supplemental hereto, in each case with such appropriate provisions 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 Depository therefor or as may, consistently herewith, be determined by the officer executing such Securities, as evidenced by the officer’s
execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.04 with respect to the authentication and delivery of such Securities. 
 The Trustee’s certificate of authentication shall be substantially in the form set forth in this Article. 
 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 officer executing such Securities, as evidenced by the officer’s execution of such Securities. 
  

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 The Securities of each series will initially be issued in the form of one or more Global Securities. Each
such Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and each shall provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time
endorsed thereon and that the aggregate amounts of Outstanding Securities of such series represented thereby may from time to time be reduced or increased, as appropriate. The Global Security or Securities evidencing the Securities of a series (and
all Securities issued in exchange therefore) shall bear the legend indicated in Section 2.02. 
 SECTION 2.02 Form of Legend for
Global Securities. 
 Every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form:

 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME
OF ANY PERSON OTHER THAN DTC OR SUCH NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
 SECTION 2.03 Form of
Trustee’s Certificate of Authentication. 
 The Trustee’s certificates of authentication shall be in substantially the following
form: 
 Certificate of Authentication 
 This is one of the Securities referred to in the within-mentioned Indenture. 
 Dated: 
  

			
	The Bank of New York Mellon, as Trustee
		
	By:	 	  

		 	Authorized Signatory


  

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 ARTICLE III 
 The Securities 
 SECTION 3.01 Creation of Securities in Amount Unlimited. An unlimited
aggregate principal amount of Securities may be issued pursuant to this Article III. The Securities may be authenticated and delivered, as authorized by the Board of Directors, in an unlimited number of series. 
 SECTION 3.02 Documents Required for Issuance of Each Series of Securities. At any time and from time to time, Securities of each series created
pursuant to the provisions of this Article III may be executed by the Company and delivered to the Trustee and shall be authenticated by the Trustee upon the order of the Company upon receipt by the Trustee of the following: 
 (a) A Board Resolution or Board Resolutions authorizing the execution, authentication and delivery of the Securities of the series, or one or more
indentures supplemental hereto, specifying: 
 (i) the title of the Securities of the series (which shall distinguish the Securities of the
series from all other Securities); 
 (ii) any limit upon the aggregate principal amount of the Securities of the series which may be
authenticated and delivered under this Article III (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the same series pursuant to Section 3.05, 3.06, 3.07,
9.06 or 11.07 and except for any Securities which, pursuant to Section 3.04, are deemed never to have been authenticated and delivered hereunder); provided, however, that the authorized aggregate principal amount of such series
may be increased above such amount by a Board Resolution to such effect; 
 (iii) the date or dates on which the principal (and premium, if
any) of any of the Securities of the series are payable or the method of determination thereof; 
 (iv) the rate or rates, or the method of
determination thereof, at which any of the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date
(if other than as defined in this Indenture) for the interest payable on any Securities on any Interest Payment Date; 
 (v) the place or
places where the principal of (and premium, if any) and interest, if any, on any of the Securities of the series shall be payable and the office or agency for the Securities of the series maintained by the Company pursuant to Section 10.02;

  

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 (vi) the period or periods within which, the price or prices at which and the terms and conditions upon
which any of the Securities of the series may be redeemed or prepaid, in whole or in part, at the option of the Company; 
 (vii) the terms
of any sinking fund and the obligation or the right, if any, of the Company to redeem, repay or purchase the Securities of such series pursuant to any sinking fund, amortization or analogous provisions or at the option of a Holder thereof and the
period or periods within which, the price or prices at which, the currency or currencies (including currency unit or units) in which and the other terms and conditions upon which Securities of the series shall be redeemed, repaid or purchased, in
whole or in part, pursuant to such obligation; 
 (viii) the terms, if any, for the attachment to Securities of the series of warrants,
options or other rights to purchase or sell stock or other securities of the Company; 
 (ix) if other than denominations of $1,000 and in
any integral multiple thereof, the denominations in which the Securities of the series shall be issuable; 
 (x) if other than the principal
amount thereof, the portion of the principal amount of any of the Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02; 
 (xi) any deletions or modifications of or additions to the Events of Default set forth in Section 5.01 or covenants of the Company set forth in
Article VIII or X pertaining to the Securities of the series; 
 (xii) the form or forms of the Securities of the series; 
 (xiii) if other than Dollars, the currency or currencies, or currency unit or units, in which the Securities of such series will be denominated and/or in
which payment of the principal of (and premium, if any) and interest, if any, on any of the Securities of the series shall be payable; 
 (xiv) if the principal of (and premium, if any) or interest, if any, on any of the Securities of the series are to be payable at the election of the Company or a Holder thereof, or under some or all other circumstances, in a currency or
currencies, or currency unit or units, other than that in which the Securities are denominated, the period or periods within which, and the terms and conditions upon which, such election may be made, or the other circumstances under which any of the
Securities are to be so payable, including, without limitation, any provision requiring the Holder to bear currency exchange costs by deduction from such payments; 
 (xv) if the amount of payments of principal of (and premium, if any) or interest, if any, on any of the Securities of the series may be determined with reference to an index or indices based on (A) a currency or
currencies or currency unit or units other than that in which such Securities are stated to be payable or (B) any method, not inconsistent with the provisions of this Indenture, specified in or pursuant to such Board Resolution, then in each
case (A) and (B) the manner in which such amounts shall be determined; 
  

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 (xvi) the additions or changes, if any, to this Indenture with respect to the Securities of such series
as shall be necessary to permit or facilitate the issuance of the Securities of such series in bearer form, registrable or not registrable as to principal, and with or without interest coupons; 
 (xvii) whether any Securities of the series are to be issuable initially in temporary global form and whether any Securities of the series are to be
issuable in definitive global form and, if so, whether beneficial owners of interests in any such definitive global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the
circumstances under which and the place or places where any such exchanges may occur, if other than in the manner provided in Section 3.06; 
 (xviii) if the Securities of the series are to be issued upon the exercise of warrants, the time, manner and place for such Securities to be authenticated and delivered; 
 (xix) whether and under what circumstances and with what procedures and documentation the Company will pay additional amounts on any of the Securities of
the series to any Holder who is not a U.S. Person (including a definition of such term), in respect of any tax assessment or governmental charge withheld or deducted and, if so, whether the Company will have the option to redeem such Securities
rather than pay additional amounts (and the terms of any such option); 
 (xx) the Person to whom any interest on any Security of the series
shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, and the extent to which, or the manner in which, any
interest payable on a temporary global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 3.05; 
 (xxi) the terms and conditions of any right or obligation on the part of the Company, or any option on the part of the Holders, to convert or exchange the Securities of such series into cash or any other securities or property of the
Company or any other Person, and the additions or changes, if any, to this Indenture with respect to the Securities of such series to permit or facilitate such conversion or exchange; 
 (xxii) whether and under what circumstances any or all of the provisions of this Indenture relating to the subordination of the Securities (including the
provisions of Article XIII), or different subordination provisions, including a different definition of “Senior Indebtedness” will apply or cease to apply to the Securities of the series; and 
 (xxiii) any other terms of any of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture). 

If any of the terms of the series are established by action taken pursuant to a Board Resolution or Board Resolutions, an Officer’s Certificate
certifying as to such action also shall be delivered to the Trustee. 
 (b) In case the Securities of the series to be authenticated and
delivered are to be created pursuant to one or more supplemental indentures, such supplemental indenture or 

  

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indentures, accompanied by a Board Resolution or Board Resolutions authorizing such supplemental indenture or indentures and designating the new series to be
created and prescribing pursuant to paragraph (a) above, consistent with the applicable provisions of this Indenture, the terms and provisions relating to the Securities of the series. 
 SECTION 3.03 Denominations. The Securities of each series issued in registered form shall be issuable in such denominations as shall be specified
as contemplated by Section 3.02. In the absence of any such provisions with respect to the Securities of any series, the Securities of such series denominated in Dollars shall be issuable in denominations of $l,000 and in any integral multiple
thereof. Each Security shall bear the appropriate legends, if any, as required by U.S. Federal tax law and regulations. 
 SECTION 3.04
Execution, Delivery, Dating and Authentication. (a) The Securities shall be executed on behalf of the Company by a manual or facsimile signature of one of its officers or, if required by any securities exchange on which the Securities
may be listed, by a manual or facsimile signature of two of its officers. In case an officer of the Company who shall have signed any of the Securities shall cease to be such officer before the Securities so signed shall have been authenticated and
delivered by the Trustee or disposed of by the Company, such Securities nevertheless may be authenticated and delivered or disposed of as though the person who signed such Securities had not ceased to be such officer; and any Securities may be
signed on behalf of the Company by such person as, at the actual date of the execution of such Security, shall be such officer of the Company, although at the date of the execution of this Indenture any such person was not such officer. 

(b) At any time and from time to time, 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 Board Resolutions as permitted by Sections 2.01 and 3.02, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee
shall be provided with, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating: 
 (i) if
the form of such Securities has been established by or pursuant to Board Resolution as permitted by Sections 2.01 and 3.02, that such form has been established in conformity with the provisions of this Indenture; 
 (ii) if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.02, that such terms have
been established in conformity with the provisions of this Indenture; and 
 (iii) that such Securities have been duly executed and, when
authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance
with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. 
  

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 (c) The Trustee shall not be required to authenticate Securities of any series if the issue of such
Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. 
 (d) Notwithstanding the provisions of Section 3.02, if all Securities of a series are not to be originally issued at one time, it shall not be
necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 3.02 or the Company Order and Opinion of Counsel otherwise required pursuant to Section 3.04(b) 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. 
 (e) Each Security shall be dated the date of its authentication. 
 (f) 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 below 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 duly 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 3.10 together with a written statement (which need not comply with
Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this Indenture. 
 (g) Minor typographical and other minor errors in the
text of any Security shall not affect the validity and enforceability of such Security if it has been duly authenticated and delivered by the Trustee. 
 (h) The Company shall execute and the Trustee shall authenticate and deliver one or more Global Securities with respect to each series of Securities that (i) shall represent an aggregate amount equal to the
aggregate principal amount of the initially issued Securities of such series, (ii) shall be registered in the name of the Depository or the nominee of the Depository, (iii) shall be delivered by the Trustee to the Depository or pursuant to
the Depository’s instruction and (iv) shall bear a legend substantially in the form required in Section 2.02. 
 The
Depository must, at all times while it serves as such Depository, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. 
 SECTION 3.05 Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, 

  

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mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued
and with such appropriate insertions, omissions, substitutions and other variations as the officer executing such Securities may determine (but which do not affect the rights, duties or immunities of the Trustee), as evidenced conclusively by his or
her execution of such Securities. Such temporary Securities may be in global form. 
 (b) If temporary Securities of any series are issued,
the Company will cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the
temporary Securities at the office or agency of the Company in a Place of Payment without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations and having the same Original Issue Date and Stated Maturity and having the same terms as such temporary Securities. Until so
exchanged, the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities. 
 SECTION 3.06 Registration, Registration of Transfer and Exchange. (a) The Company shall cause to be kept at an office or agency to be maintained by the Company in accordance with Section 10.02 a register (being the combined
register of the Security Registrar and all additional transfer agents designated pursuant to Section 10.02 for the purpose of registration of transfer of Securities and 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 the registration of transfers of Securities. The Bank of New York Mellon is hereby appointed the initial Security
Registrar, with the Security Register initially to be kept at 101 Barclay Street, Floor 8 West, New York, New York 10286. At all reasonable times each register maintained by the Security Registrar and any additional transfer agents shall be open for
inspection by the Trustee. 
 (b) Upon surrender for registration of transfer of any Security of any series at the office or agency of the
Company maintained pursuant to Section 10.02 for such purpose 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 a like aggregate principal amount and tenor, of the same Original Issue Date and Stated Maturity and having the same terms. 
 (c) 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
a like aggregate principal amount and tenor, of the same Original Issue Date and Stated Maturity and having the same terms, upon surrender of the Securities to be exchanged at any 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. 
  


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 (d) 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. 
 (e) All Securities issued upon
any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer
or exchange. 
 (f) Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company
or the Trustee or any transfer agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar or any transfer agent duly executed, by the Holder thereof or his attorney
duly authorized in writing. 
 (g) 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 3.05, 9.06 or
11.07 not involving any transfer. 
 (h) The Company shall not be required (i) to issue, register the transfer of or exchange Securities
of any series during a period beginning at the opening of business 15 Business Days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 11.03 and ending at the close of business
on the day of the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part.

 (i) The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities: 
 (1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depository designated for such Global Security or a
nominee thereof and delivered to such Depository 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, 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 Depository for such Global Security or a nominee thereof unless (A) such Depository (i) has notified the Company that it is
unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such
Global Security or (C) 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 3.02. 
  

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 (3) Subject to clause (2) above, 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, Section 3.05, 3.07, 9.06 or 11.07 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 3.07 Mutilated, Destroyed, Lost and Stolen Securities.
(a) If any mutilated Security is surrendered to the Trustee together with such security or indemnity as may be required by the Company or the Trustee to save each of them harmless, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount, having the same Original Issue Date and Stated Maturity and bearing the same Interest Rate as such mutilated Security, and bearing a number
not contemporaneously outstanding. 
 (b) If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction
of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that
such Security has been acquired by a bona fide purchaser, the Company shall 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 same Original Issue Date and Stated Maturity and bearing the same Interest Rate as such destroyed, lost or stolen Security, and bearing a number not contemporaneously outstanding. 
 (c) 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. 
 (d) Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 
 (e) Every new Security of any series issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an
original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series duly issued hereunder. 
 (f) The provisions of this Section are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 
  

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 SECTION 3.08 Payment of Interest; Interest Rights Preserved. (a) Unless otherwise provided as
contemplated by Section 3.02, 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. The initial payment of interest on any Security of any series which is issued between a Regular Record Date and the related
Interest Payment Date shall be payable as provided in such Security or in the Board Resolution pursuant to Section 3.02 with respect to the related series of Securities. 
 (b) 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
(“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 (i) or (ii) below: 
 (i) The Company may elect to make payment of any Defaulted Interest 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 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 shall 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 mailed, first-class postage prepaid, to each Holder at his address as it appears in the Security
Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose
names the Securities of such series (or the 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 (ii). 
 (ii) 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. 
  

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 Subject to the foregoing provisions of this Section and Section 3.06, each Security delivered under
this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 
 SECTION 3.09 Persons Deemed Owners. (a) Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name 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 Sections 3.06 and 3.08 and
unless otherwise specified as contemplated by Section 3.02) interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and neither the Company, the Trustee nor any agent of the Company or the
Trustee shall be affected by notice to the contrary. 
 (b) None of the Company, the Trustee nor any agent of the Company or the Trustee will
have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial
ownership interests. 
 SECTION 3.10 Cancellation. All Securities surrendered for payment, redemption, registration of transfer or
exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee. All Securities so delivered shall be promptly cancelled by the Trustee. The Company may at any time
deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee)
for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered to the Trustee 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, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of in accordance with the Trustee’s customary procedure
unless otherwise directed by a Company Order; provided, however, that the Trustee may, but shall not be required to, destroy such cancelled Securities. 
 SECTION 3.11 Computation of Interest. Except as otherwise specified as contemplated by Section 3.02, 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 3.12 Depositary. 
 (a) If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary shall
cease to be a clearing agency registered under the Exchange Act, the Company shall appoint a successor Depositary. If a successor Depository is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of
such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities, will authenticate and make available for delivery, individual Securities in an aggregate
principal amount equal to the principal amount of the Global Security or Securities representing the Outstanding Securities in exchange for such Global Security or Securities. 
  

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 (b) The Company may at any time and in its sole discretion (subject to the procedures of the Depository)
determine that Securities issued in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of individual Securities, will authenticate and make available for delivery, individual Securities in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing the
Outstanding Securities in exchange for such Global Security or Securities. 
 (c) The Depository may surrender a Global Security in exchange
in whole or in part for individual Securities on such terms as are acceptable to the Company, the Trustee and such Depository. Thereupon, the Company shall execute, and the Trustee shall authenticate and make available for delivery, without service
charge: 
 (1) to each Person specified by such Depository a new individual Security or Securities of any authorized denomination as requested
by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security; and 
 (2) to such Depository a new Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of individual Securities delivered to Holders
thereof. 
 (d) Upon the exchange of a Global Security for individual Securities in an aggregate principal amount equal to the principal
amount of such Global Security, such Global Security shall be canceled by the Trustee. Individual Securities issued in exchange for a Global Security pursuant to this Section shall be registered in such names and in such authorized denominations as
the Depository for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall make available for delivery such individual Securities to the Persons in whose
names such Securities are so registered. 
 SECTION 3.13 CUSIP Numbers. The Company in issuing the Securities may use
“CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing of any change in the “CUSIP” numbers. 
  

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 ARTICLE IV 
 Satisfaction and Discharge 
 SECTION 4.01 Satisfaction and Discharge of Indenture in Respect of
any Series of Securities. This Indenture shall upon Company Request cease to be of further effect with respect to a series of Securities (except as to any surviving rights of (as applicable) registration of transfer or exchange of Securities of
such series herein expressly provided for), and the Trustee, at the request and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such series, when: 
 (a) Either 
 (i) all Securities of such series
theretofore authenticated and delivered (other than (A) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.07 and (B) Securities of such series for whose
payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for
cancellation; or 
 (ii) all such Securities of such series not theretofore delivered to the Trustee for cancellation (A) have become
due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) 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 (ii)(A), (B) or (C) above, has deposited or caused to be deposited with the Trustee as trust funds: (i) money, (ii) U.S. Government
Obligations, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money, or (iii) a combination thereof, in each
case in an amount, and in the currency or currency unit in which such Securities of such series are payable, sufficient to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the entire Indebtedness on such Securities
of such series not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest, if any, to the date of such deposit (in the case of Securities of such series which have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be; 
 (b) the Company has paid or caused to be paid all other sums payable hereunder by
the Company with respect to such series of Securities; and 
 (c) the Company has delivered to the Trustee an Officer’s Certificate and
an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of such series of Securities under this Indenture have been complied with. 
 Notwithstanding the satisfaction and discharge of this Indenture with respect to a series, the obligations of the Company to the Trustee under
Section 6.07, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money and/or U.S. Government Obligations shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of
this Section, the obligations of the Trustee under Section 4.02 and Section 10.03(e) shall survive such satisfaction and discharge. 
  

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 SECTION 4.02 Application of Trust Money. Subject to the provisions of Section 10.03(e), all
money and U.S. Government Obligations deposited with the Trustee pursuant to Section 4.01 (and all proceeds of such U.S. Government Obligations deposited pursuant to Section 4.01 shall be held in trust and applied by it, in accordance with
the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal
(and premium, if any) and interest, if any, for whose payment such money has been deposited with the Trustee. 
 ARTICLE V 
 Remedies 
 SECTION 5.01 Events of
Default. “Event of Default” with respect to any series of Securities means each one of the events specified below in this Section 5.01, unless it is either inapplicable to a particular series, or is specifically deleted or
modified in or pursuant to the supplemental indenture or Board Resolution establishing such series of Securities: 
 (i) default in the
payment of any installment of interest upon any of the Securities of such series, as and when the same shall become due and payable, and continuance of such default for a period of 30 days; or 
 (ii) default in the payment of the principal of or premium, if any, on any of the Securities of such series, as and when the same shall become due and
payable (subject to clause (iii) below) either at Maturity, upon redemption, by declaration or otherwise; or 
 (iii) default in the
making of any payment for a sinking, purchase or analogous fund provided for in respect of such series of Securities, as and when the same shall become due and payable, and continuance of such default for a period of 30 days; or 
 (iv) default in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default in
whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that series) in respect of the Securities of such
series, or contained in this Indenture with respect to such series, for a period of 60 days after the date on which written notice of such failure requiring the Company to remedy the same and stating that such notice is a ‘Notice of
Default’ hereunder, shall have been given, by registered or certified mail, to the Company by the Trustee, or to the Company and the Trustee by the holders of at least 25% in aggregate principal amount of the Securities of such series at the
time Outstanding; or 
 (v) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of
the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the 

  

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Company under any applicable Federal or State law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of
the Company or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs and such decree or order shall remain unstayed and in effect for a period of 90 consecutive days; or 
 (vi) commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or of any other case or proceeding to be adjudicated bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it or a petition or answer or consent seeking reorganization or relief under any
applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Company or
for any substantial part of its property, or any general assignment by the Company for the benefit of creditors, or the admission by it in writing of its inability generally to pay its debts as they become due, or the taking by the Company of any
corporate action in furtherance of any of the foregoing; or 
 (vii) any other Event of Default provided with respect to Securities of that
series. 
 SECTION 5.02 Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default (other than an Event of
Default specified in Section 5.01(v) or 5.01(vi)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then in each and every such case, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Outstanding Securities of that series may declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of
that series) of all of the Securities of that series, together with accrued interest thereon, if any, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration
such principal amount (or specified amount), together with accrued interest thereon, if any, shall become immediately due and payable, provided that the payment of principal and interest on such Securities shall remain subordinated to the extent
provided in Article XIII. If an Event of Default specified in Section 5.01(v) or 5.01(vi) with respect to Securities of any series at the time Outstanding occurs, the principal amount of all the Securities of that series (or, if any Securities
of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or
any Holder, become immediately due and payable. 
 (b) At any time after such a declaration of acceleration with respect to Securities of any
series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of not less than a majority in aggregate principal amount of the Outstanding
Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: 
 (i) the Company has paid or deposited with the Trustee a sum sufficient to pay: 
 (A) all overdue interest on all Securities of
that series, 
  

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 (B) the principal of (and premium, if any, on) any Securities of that series which have become due
otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Securities, 
 (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 
 (ii) all Events of Default with
respect to Securities of that series, other than the nonpayment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. 

No such rescission shall affect any subsequent default or impair any right consequent thereon. 
 SECTION 5.03 Collection of Indebtedness and Suits for Enforcement by Trustee. (a) The Company covenants that if: 
 (i) default shall be made in the payment of any installment of interest on any Security when the same shall become due and payable, and such default shall
have continued for the period of 30 days, 
 (ii) default shall be made in the payment of the principal of or premium, if any, on any
Security as and when the same shall have become due and payable (subject to clause (iii) below), whether at Maturity of the Security or upon redemption or by declaration or otherwise, and such default shall have continued for any period of
grace provided for with respect to such Security, or 
 (iii) default shall be made in the payment for any sinking, purchase or analogous
fund provided for in respect of any Security as and when the same shall become due and payable, and such default shall have continued for any period of grace provided for with respect to such Security, 
 the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities the whole amount then due and payable on such Securities for
principal (and premium, if any) and interest, if any, and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal (and premium, if any) and on any overdue installments of interest, if any, 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. 
  

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 (b) If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and
as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon
such Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities wherever situated. 
 (c) If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 
 SECTION 5.04 Trustee May File Proofs of Claim. (a) In case of any judicial proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and
empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall
be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such
judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders in accordance with Section 5.06, to pay to the
Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07. 
 (b) Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities or 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 5.05 Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, before the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered. 
  

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 SECTION 5.06 Application of Money Collected. Any money collected by the Trustee pursuant to this
Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, 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 under Section 6.07; 
 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, if any, respectively; and 
 THIRD: to the payment of the remainder, if any, to the Company, its successors or assigns or
as a court of competent jurisdiction may direct. 
 SECTION 5.07 Limitation on Suits. No Holder shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: 
 (i) an Event of Default with respect to Securities of such series shall have occurred and be continuing and such Holder has previously given written notice to the Trustee of such continuing Event of Default with
respect to the Securities of that series; 
 (ii) the Holders of not less than 25% in aggregate principal amount of the Outstanding
Securities of that series or, in the case of an Event of Default specified in clause (v) or (vi) of Section 5.01, of all series (voting as a class) with respect to which such Event of Default has occurred and is continuing, 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; 
 (iii) such Holder or Holders have offered to the Trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; 
 (iv) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

 (v) 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 that series or, in the case of an Event of Default specified in clause (v) or (vi) of Section 5.01, of all series (voting as a class) with respect to which such
Event of Default has occurred and is continuing; 
 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 (including 

  

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without limitation the provisions of Section 5.12) 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 such Holders. 
 SECTION 5.08 Unconditional Right of Holders to Receive Principal, Premium and Interest. Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to Section 3.08) interest, if any, on such Security on the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 
 SECTION 5.09 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 and determination in such proceeding, the Company, the
Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

 SECTION 5.10 Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in Section 3.07(f), 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 5.11 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. Subject to the provisions of Section 5.07, every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee
or by the Holders, as the case may be. 
 SECTION 5.12 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: 
 (i) such direction shall not be in conflict with any rule of law or
with this Indenture, 
  

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 (ii) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with
such direction, and 
 (iii) subject to the provisions of Section 6.01, the Trustee shall have the right to decline to follow any such
direction if the Trustee in good faith shall, by a Responsible Trust Officer or Officers of the Trustee, determine that the action so directed would involve the Trustee in personal liability or be unduly prejudicial to Holders not joining therein.

 SECTION 5.13 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: 
 (i) in the payment of the principal of (or premium, if any) or interest, if any, on any Security of such series, or 
 (ii) 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 with respect to such series, and any
Event of Default with respect to such series arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

 SECTION 5.14 Undertaking for Costs. All parties to this Indenture agree, and each Holder of a Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section 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 or by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% in principal amount of the Outstanding Securities of any series, or any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Security on or after the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date). 
 SECTION 5.15 Waiver of Stay or Extension
Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or
at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby 

  

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expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 
 ARTICLE VI 
 The Trustee 
 SECTION 6.01 Certain
Duties and Responsibilities. The duties, responsibilities, protections, privileges, and immunities of the Trustee shall be as provided by the Trust Indenture Act, unless expressly excluded as provided in this Article VI. Notwithstanding the
foregoing, 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. 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. 
 SECTION 6.02 Notice of Defaults. Within 90 days after the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall transmit to the Holders of Securities of such series notice of such default
as and to the extent provided by the Trust Indenture Act, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any, on) or
interest on any Security of such series or in the payment of any sinking fund installment with respect to Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors or Responsible Trust Officers of the Trustee in good faith determine that the withholding of such notice is in the interest of the Holders of Securities of such series; provided, further,
that in the case of any default of the character specified in Section 5.01(iv) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence of such default. For the purpose of
this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series. 
 SECTION 6.03 Certain Rights of Trustee. Subject to the provisions of Section 6.01: 
 (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting in reliance upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, 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; 
 (b) 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 Board of Directors may be sufficiently evidenced by a Board Resolution; 
  

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 (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be
proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate;

 (d) the Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 
 (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the
Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; 
 (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, coupon, other evidence of Indebtedness or other paper or document; 
 (g) the Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or through agents or counsel, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or counsel appointed with due care by it
hereunder; 
 (h) the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it by this Indenture; 
 (i) in no event shall the Trustee be
responsible or liable for special, indirect, 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; 
 (j) 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; and 
 (k) the Trustee shall
not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the
Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture. 
  

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 SECTION 6.04 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 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. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof. 
 SECTION 6.05 May Hold Securities. The Trustee, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or
any other capacity, may become the owner or pledgee of Securities or warrants to purchase Securities and, subject to Section 6.08 and 6.13, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Paying
Agent, Security Registrar or such other agent. 
 SECTION 6.06 Money Held in Trust. Money held by the Trustee or any Paying Agent in
trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee or any Paying Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company.

 SECTION 6.07 Compensation and Reimbursement. (a) The Company agrees: 
 (i) to pay to the Trustee from time to time in Dollars such reasonable compensation as shall be agreed to in writing between the Company and the Trustee
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); 
 (ii) except as otherwise expressly provided herein, to reimburse the Trustee in Dollars upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or
advance as may be attributable to the negligence or willful misconduct of the Trustee or of its agents or counsel; and 
 (iii) to indemnify
the Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim or expense, including taxes, other than taxes based upon, or measured or determined by, the income of the Trustee, (including the reasonable compensation
and the reasonable expenses and disbursements of its agents and counsel) incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including
the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. 
 (b) 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 the Trustee as such, except funds held in trust for the payment of principal of, premium, if any, or interest, if any, on particular Securities. 
  

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 (c) When the Trustee incurs expenses or renders services in connection with an Event of Default specified
in Section 5.01(v) and Section 5.01(vi), 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. The provisions of this Section shall survive the termination of this Indenture and the resignation or removal of the Trustee. 
 SECTION 6.08 Disqualification; Conflicting Interests. (a) If the Trustee has or shall acquire any conflicting interest, as defined in
Section 310(b) of the Trust Indenture Act, with respect to the Securities of any series, it shall, within 90 days after ascertaining that it has such conflicting interest, either eliminate such conflicting interest or resign with respect to the
Securities of that series in the manner and with the effect provided by, and subject to the provisions of, Section 310(b) of the Trust Indenture Act and this Indenture. 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 or a trustee under any prior indentures between the Company and the Trustee that have not been satisfied
and discharged and that may be excluded by the proviso to Section 310(b) (1) of the Trust Indenture Act. 
 (b) In the event that
the Trustee shall fail to comply with the provisions of the preceding sentence with respect to the Securities of any series, the Trustee shall, within 10 days after the expiration of such 90-day period, transmit, in the manner and to the extent
provided in Section 1.06, to all Holders of Securities of that series notice of such failure. 
 (c) Nothing herein shall prevent the
Trustee from filing with the Commission the application referred to in the penultimate paragraph of Section 310(b) of the Trust Indenture Act. 
 (d) To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Securities of any series by virtue of being Trustee with respect to the Securities of any particular
series of Securities other than that series. 
 SECTION 6.09 Corporate Trustee Required; Eligibility. There shall at all times be a
Trustee for each series of Securities hereunder which shall be either (1) a corporation organized and doing business under the laws of the United States, which is authorized under such laws to exercise corporate trust powers and is subject to
supervision or examination by Federal or State authority or (2) a corporation or other Person organized and doing business under the laws of a foreign government that is permitted to act as Trustee pursuant to a rule, regulation or order of the
Commission, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by authority of such foreign government or apolitical subdivision thereof substantially equivalent to supervision or
examination applicable to United States institutional trustees; in either case having a combined capital and surplus of at least $50,000,000. If such corporation or Person publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such corporation or Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. Neither the Company nor 

  

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any Person directly or indirectly controlling, controlled by, or under common control with the Company shall serve as trustee for the Securities of any
series issued hereunder. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. 
 SECTION 6.10 Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11. 
 (b) The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the resigning Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may, at the expense of the
Company, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
 (c) The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the
Company. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the removed Trustee within 30 days after the delivery of the evidence of the Act of the Holders, the removed Trustee may,
at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
 (d) If at any time: 
 (i) the Trustee shall fail to comply with Section 6.08 after written request
therefor by the Company or by any Holder who has been a bona fide Holder of a Security of a series as to which the Trustee has a conflicting interest for at least six months, or 
 (ii) the Trustee for a series shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by the Company
or by any Holder, or 
 (iii) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the
Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, 
 then, in any such case, (i) the Company by a Board Resolution may remove the Trustee with respect to all Securities, or (ii) subject to Section 5.14, any
Holder who has been a bona fide Holder of a Security for at least six months (and, in the case of clause (i) above, who is a holder of a Security of a series as to which the Trustee has a conflicting interest) may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. 
  

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 (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in
the office of the Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it
being understood that any such successor Trustee may be appointed with respect to the Securities of one or more of or all such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and
such successor Trustee or Trustees shall comply with the applicable requirements of Section 6.11. 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 6.11, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee
appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 6.11, any Holder who has been a
bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities
of such series. 
 (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of
any series and each appointment of a successor Trustee with respect to the Securities of any series by giving notice of such event to all Holders of Securities of such series as provided by Section 1.06. Each notice shall include the name of
the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. 
 SECTION 6.11
Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and
to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. 
 (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which
the appointment of such 

  

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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 or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates. 
 (c) Upon request of any such successor Trustee, the Company shall execute any and
all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be. 
 (d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under
this Article. 
 SECTION 6.12 Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may
be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. 
 SECTION 6.13 Preferential Collection of Claims Against Company. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to
the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor). 
 SECTION 6.14
Appointment of Authenticating Agent. (a) The Company may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of
such series issued 

  

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upon original issue or upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.07, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on
behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Trustee and shall at all times be a corporation having a combined capital and surplus of not less than the equivalent of $50,000,000 and subject
to supervision or examination by Federal, state or District of Columbia authority or the equivalent foreign authority, in the case of an Authenticating Agent who is not organized and doing business under the laws of the United States. If such
Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating
Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 
 (b) Any corporation into which
an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to
the corporate agency or corporate trust business of such Authenticating Agent, shall continue to be an Authenticating Agent; provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or such Authenticating Agent. 
 (c) An Authenticating Agent may resign at any time by
giving written notice thereof to the Trustee and to the Company. The Company may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Trustee. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Company may appoint a successor Authenticating Agent which shall be
acceptable to the Trustee and shall mail, or cause to be mailed, written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities, if any, of the series with respect to which such Authenticating Agent will serve,
as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect
as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. 
 (d) The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section. 
  


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 (e) If an appointment with respect to one or more series is made pursuant to this Section, the Securities
of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: 
 This is one of the Securities of the series designated herein issued under the within-mentioned Indenture. 
  

			
	THE BANK OF NEW YORK MELLON, As Trustee
		
	By:	 	  

		 	[                    ]
		 	As Authenticating Agent
		
	By:	 	  

		 	Authorized Officer
		
	Date:	 	  


 (f) If all the Securities of a series may not be originally issued at one time, and if the Trustee
does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment or other place where the Company wishes to have Securities of such series authenticated upon original issuance, the Company shall
appoint in accordance with this Section an Authenticating Agent (which may be an Affiliate of the Company if eligible to be appointed as an Authenticating Agent hereunder) having an office in such Place of Payment or other place designated by the
Company with respect to such series of Securities. 
 ARTICLE VII 
 Holders’ Lists and Reports by Trustee and Company 
 SECTION 7.01 Company to Furnish Trustee
Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee: 
 (a) semiannually, not later than
January 15 and July 15 in each year, a list in such form as the Trustee may reasonably require, of the names and addresses of the Holders of each series of Securities as of the preceding January 1 or July 1, as the case may be;
and 
 (b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a
list of similar form and content, such list to be dated as of a date not more than 15 days prior to the time such list is furnished, provided, however, that, in the case of both Sections 7.01(a) and (b), at such times as the Trustee is
the Security Registrar and Paying Agent with respect to a particular series of Securities, no such list shall be required to be furnished in respect of such series. 
  

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 SECTION 7.02 Preservation of Information; Communications to Holders. (a) The Trustee shall
preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of each series contained in the most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders of each
series received by the Trustee in any capacity as Security Registrar or Paying Agent. The Trustee may destroy any list furnished to it as provided in Section 7.01 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. 
 (b) 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 the disclosure of any such information as to the names and addresses of Holders
made pursuant to the Trust Indenture Act. 
 SECTION 7.03 Reports by Trustee. (a) The Trustee shall transmit to Holders such
reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the
Trustee shall, within 60 days after each May 15 commencing with the May 15 occurring after the initial issuance of Securities hereunder, deliver to Holders a brief report, dated as of such May 15, which complies with the provisions of
Section 313(a) of the Trust Indenture Act. 
 (b) A copy of each such report shall, at the time of such transmission to Holders, be
filed by the Trustee with each United States stock exchange upon which any Securities are listed, with the Commission and with the Company. 
 (c) Reports pursuant to Section 7.03(a) shall be transmitted by mail (i) to all Holders, as their names and addresses appear in the Security Register, (ii) to all Holders as have, within two years preceding such transmission,
filed their names and addresses with the Trustee for such purpose, and (iii) to all Holders whose names and addresses have been furnished or received by the Trustee pursuant to Sections 7.01 and 7.02. 
 SECTION 7.04 Reports by Company. (a) The Company shall: 
 (i) file with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if
the Company is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations; 
  

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 (ii) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from
time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time in such rules and regulations; and

 (iii) transmit by mail to all Holders of Securities, in the manner and to the extent provided in Section 7.03(c) with respect to
reports to be transmitted pursuant to Section 7.03(a), within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraph (i) of
(ii) of this Section as may be required by rules and regulations prescribed from time to time by the Commission. 
 (b) Delivery of such
reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained
therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on Officer’s Certificates). 
 ARTICLE VIII 
 Consolidation, Merger, Conveyance or Transfer 
 SECTION 8.01 Company May Consolidate, Etc., Only on Certain Terms. (a) Subject to Section 8.01(b), the Company shall not consolidate
with or merge into any other Person or convey or transfer its assets substantially as an entirety to any Person, unless: 
 (i) the Person
formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer the assets of the Company substantially as an entirety shall be a corporation, partnership, trust or limited liability company
organized and existing under the laws of the United States and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of,
and premium, if any, and interest, if any, on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed; 
 (ii) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become
an Event of Default, shall have occurred and be continuing; and 
 (iii) the Company has delivered to the Trustee an Officer’s
Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and
that all conditions precedent herein provided for relating to such transaction have been complied with. 
 (b) The provisions of
Section 8.01(a)(i), (ii) and (iii) shall not be applicable to the direct or indirect conveyance or transfer of all or any portion of the stock, assets or liabilities of any of the Company’s wholly owned Subsidiaries to the
Company or to other wholly owned Subsidiaries of the Company. 
  

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 SECTION 8.02 Successor Corporation Substituted. Upon any consolidation of the Company with, or
merger of the Company into, any other Person, or any conveyance or transfer of the assets of the Company substantially as an entirety in accordance with Section 8.01, the successor Person formed by such consolidation or into which the Company
is merged or to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the
Company herein; and in the event of any such conveyance or transfer, the Company (which term shall for this purpose mean the Person named as the “Company” in the first paragraph of this instrument or any successor corporation which shall
have theretofore become such in the manner prescribed in Section 8.01) shall be discharged from all liability under this Indenture and in respect of the Securities and may be dissolved and liquidated. 
 ARTICLE IX 
 Supplemental Indentures 

 SECTION 9.01 Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized
by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 
 (i) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the
Securities; 
 (ii) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such
covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company;

 (iii) to add any additional Events of Default with respect to all or any series of the Securities (and, if such Event of Default is
applicable to less than all series of Securities, specifying the series to which such Event of Default is applicable); 
 (iv) to add to or
change any of the provisions of this Indenture to such extent as shall be necessary to facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; 
 (v) to add to, change or eliminate any of the provisions of this Indenture; provided that any such addition, change or elimination shall become
effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is adversely affected by such change in or elimination of such provision; 
 (vi) to secure the Securities; 
  

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 (vii) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and/or
3.02; 
 (viii) 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 6.11(b); 
 (ix) to provide for the issuance of uncertificated Securities of one or more series in addition to or in place of
certificated Securities; 
 (x) to conform any provision hereof to the requirements of the Trust Indenture Act or otherwise as necessary to
comply with applicable law; 
 (xi) to cure any ambiguity or to correct or supplement any provision herein which may be defective or
inconsistent with any other provision herein; 
 (xii) to modify the provisions of Article XIII of this Indenture with respect to the
subordination of Outstanding Securities of any series in a manner not materially adverse to the Holders thereof; or 
 (xiii) to make any
other provisions with respect to matters or questions arising under this Indenture; provided such other provisions as may be made shall not adversely affect the interests of the Holders of Outstanding Securities of any series in any material
respect. 
 SECTION 9.02 Supplemental Indentures with Consent of Holders. (a) With the consent of the Holders of not less than a
majority in aggregate principal amount of the Outstanding Securities of all series affected by such supplemental indenture (acting as one class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or
pursuant to a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected
thereby, 
 (i) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or the currency, currencies or currency unit or units in which, any Security or any premium or the interest thereon is payable, or impair the
right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or affect adversely the terms, if any, of conversion or exchange of any
Security into cash or any other securities or property of the Company or of any other Person, 
  

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 (ii) reduce the percentage in aggregate 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, 
 (iii) change any obligation of the Company, with respect to Outstanding Securities of a series, to
maintain an office or agency in the places and for the purposes specified in Section 10.02 for such series, 
 (iv) modify any of the
provisions of this Section or Section 5.13, except to increase any such percentage or to provide with respect to any particular series the right to condition the effectiveness of any supplemental indenture as to that series on the consent of
the Holders of a specified percentage of the aggregate principal amount of Outstanding Securities of such series (which provision may be made pursuant to Section 3.02 without the consent of any Holder) 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, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and 9.01(vii); or 
 (v) modify the provisions of Article XIII of this Indenture with respect to the subordination of Outstanding Securities of any series in a manner
materially adverse to the Holders thereof. 
 (b) For purposes of this Section 9.02, if the Securities of any series are issuable upon
the exercise of warrants, each holder of an unexercised and unexpired warrant with respect to such series shall be deemed to be a Holder of Outstanding Securities of such series in the amount issuable upon the exercise of such warrant. For such
purposes, the ownership of any such warrant shall be determined by the Company in a manner consistent with customary commercial practices. The Trustee for such series shall be entitled to rely on an Officer’s Certificate as to the principal
amount of Securities of such series in respect of which consents shall have been executed by holders of such warrants. 
 (c) A supplemental
indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of
Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this
Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 
 SECTION 9.03 Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be provided with, 

  

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and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel and an Officer’s Certificate stating that the
execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties, immunities or
liabilities under this Indenture or otherwise. 
 SECTION 9.04 Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby. 
 SECTION 9.05 Conformity with Trust Indenture Act. Every supplemental indenture executed
pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect. 
 SECTION 9.06 Reference in
Securities to Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by
the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture
may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. 
 ARTICLE X 
 Covenants 
 SECTION 10.01 Payment of Principal, Premium 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, on) and interest, if
any, on the Securities of that series in accordance with the terms of the Securities and this Indenture. 
 SECTION 10.02 Maintenance of
Office or Agency. (a) If Securities of a series are issuable only as Securities, the Company will maintain in each Place of Payment for such series an office or agency where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will
maintain (i) in the Borough of Manhattan, The City of New York, an office or agency where any Securities may be presented or surrendered for payment, where any Securities may be surrendered for registration of transfer, where Securities of that
series may be surrendered for exchange, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served, (ii) subject to any laws or regulations applicable thereto, in a Place of
Payment for that series which is located outside the United States, an office or agency where Securities of that series may be presented and surrendered for payment (including payment of any additional amounts payable on Securities of that series,
if any); provided, however, that if the Securities of that series are listed 

  

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on any stock exchange located outside the United States and such stock exchange shall so require, the Company will maintain a Paying Agent for the Securities
of that series in any required city located outside the United States, so long as the Securities of that series are listed on such exchange, and (iii) subject to any laws or regulations applicable thereto, in a Place of Payment for that series
located outside the United States, an office or agency where any Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange and where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be served. The Company initially appoints the Trustee, acting through its Corporate Trust Office, as its agent for said purposes. The Company will give prompt written notice
to the Trustee and the Holders of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency in respect of any series of Securities or shall fail
to furnish the Trustee with the address thereof, such presentations and surrenders of Securities of that series may be made and notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints
the same as its agent to receive such respective presentations, surrenders, notices and demands. 
 (b) 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 accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give
prompt written notice to the Trustee and the Holders of any such designation or rescission and of any change in the location of any such other office or agency. 
 SECTION 10.03 Money for Securities Payments to be Held in Trust. (a) If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due
date of the principal of (and premium, if any, on) or interest, if any, on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the relevant currency (or a sufficient number of
currency units, as the case may be) sufficient to pay the principal (and premium, if any, on) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee
in writing of its action or failure so to act. 
 (b) Whenever the Company shall have one or more Paying Agents for any series of Securities,
it will, at or prior to the opening of business on each due date of the principal of (and premium, if any, on) or interest, if any, on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if
any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of
its action or failure so to act. 
 (c) 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, that such Paying Agent will: 
 (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent; 
  

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 (ii) give the Trustee written notice of any default by the Company (or any other obligor upon the
Securities of that series) in making of any payment of principal (and premium, if any, on) or interest, if any, on the Securities of that series; and 
 (iii) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. 
 (d) 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. 
 (e) Any money or U.S. Government Obligation (including the proceeds thereof and the interest thereon) deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the
principal of and premium, if any, on or interest, if any, on any Security of any series and remaining unclaimed for two years after such principal and premium, if any, or interest has become due and payable shall be paid to the Company (unless
otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property
law) 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; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense and at the direction of
the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains
unclaimed and that, after a date specified herein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. All moneys payable to the Company by the
Trustee or any Paying Agent as provided in the preceding sentence shall be paid to the Company on May 31 of each year. 
 SECTION 10.04
Statement by Officers as to Default. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year (which as of the date hereof ends on December 31), a written certificate covering the preceding fiscal year
signed by the principal executive officer, the principal financial officer or the principal accounting officer of the Company, stating that: 
 (i) a review of the activities of the Company during such year and of performance under this Indenture has been made under his supervision; and 
  

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 (ii) to his knowledge, based on such review, the Company has fulfilled all its obligations, and has
complied with all conditions and covenants, under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such obligation, condition or covenant, specifying each such default known to him and the nature and
status thereof. For purposes of this Section 10.04, compliance shall be determined without regard to any grace period or requirement of notice provided pursuant to the terms of this Indenture. 
 SECTION 10.05 Limitations on Liens on Stock of Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary
to, issue, assume or guarantee any debt for money borrowed (referred to as “Debt” in this Section) that is secured by a mortgage, security interest, pledge, Lien or other encumbrance upon any shares of stock of any Restricted Subsidiary
(whether such shares of stock are now owned or hereafter acquired) without in any such case effectively providing concurrently with the issuance, assumption or guarantee of any such Debt that the Securities (together with, if the Company shall so
determine, any other Indebtedness of or guarantee by the Company ranking equally with the Securities and then existing or thereafter created) shall be secured equally and ratably with such Debt. 
 SECTION 10.06 Limitations on Issue or Disposition of Stock of Restricted Subsidiaries. The Company will not, and will not permit any Restricted
Subsidiary to, issue, sell, assign, transfer or otherwise dispose of, directly or indirectly, any of the Capital Stock (other than nonvoting preferred stock) of any Restricted Subsidiary (except to the Company or to one or more Restricted
Subsidiaries or for the purpose of qualifying directors); provided, however, that this covenant shall not apply if: 
 (i) all
or any part of such Capital Stock is sold, assigned, transferred or otherwise disposed of in a transaction for consideration which is at least equal to the fair value of such Capital Stock, as determined by the Board of Directors (acting in good
faith); or 
 (ii) the issuance, sale, assignment, transfer or other disposition is required to comply with the order of a court or
regulatory authority of competent jurisdiction, other than an order issued at the request of the Company or of one of its Restricted Subsidiaries. 
 SECTION 10.07 Waiver of Certain Covenants. The Company may omit in any particular instance, to comply with any covenant or condition set forth in Sections 10.05 or 10.06, if before or after the time for such compliance the Holders of
at least a majority in aggregate principal amount of all Outstanding Securities, and the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series to be affected, shall either waive such compliance in
such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such covenant or condition shall remain in full force and effect. 
  

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 ARTICLE XI 
 Redemption of Securities 
 SECTION 11.01 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 3.02 for Securities of any series) in accordance with this Article. 

SECTION 11.02 Election to Redeem; Notice to Trustee. If the Company shall desire to exercise the right to redeem all, or, as the case may be,
any part of the Securities of any series, the Company shall, at least 45 days but not more than 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee) notify the Trustee in writing of
such Redemption Date and of the principal amount of Securities of such series to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with such restriction. 
 SECTION 11.03 Selection by Trustee of Securities to be Redeemed. (a) If less than all the Securities of any series are to be redeemed, the particular Securities to be redeemed shall be selected not more than 45 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by the Trustee in accordance with its customary practices or as the Company may direct in writing in accordance with DTC procedures.

 (b) The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Securities
selected for partial redemption, the principal amount thereof to be redeemed. 
 (c) For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any 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. 
 SECTION 11.04 Notice of Redemption. (a) 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, to each Holder of Securities to be redeemed, as provided in Section 1.06. 
 (b) Each such notice of redemption shall specify the following: 
 (i) the Redemption Date; 
 (ii) the Redemption Price or, if not then ascertainable, the manner of calculation thereof; 
 (iii) the Place or Places of Payment; 
  

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 (iv) that the Securities of such series are being redeemed at the option of the Company pursuant to
provisions contained in the terms of the Securities of such series or in a supplemental indenture establishing such series, if such be the case; 
 (v) the name and address of the Paying Agent; 
 (vi) a brief statement of the facts permitting such redemption; 
 (vii) that on the Redemption Date the Redemption Price will become due and payable upon each Security redeemed; 
 (viii) that payment will be made upon presentation and surrender of the applicable Securities; 
 (ix) that any interest accrued to the Redemption Date will be paid as specified in said notice; 
 (x) that the redemption is pursuant to the sinking fund, if such is the case; and 
 (xi) that on and after said Redemption Date any interest thereon or on the portions thereof to be redeemed will cease to accrue. 
 (c) If less than all the Securities of any series are to be redeemed, the notice of redemption shall specify the registration and, if any, CUSIP numbers
of the Securities of such series to be redeemed. In case any Security of any series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the
Redemption Date, upon surrender of such Security, a new Security or Securities of such series in aggregate principal amount equal to the unredeemed portion thereof will be issued, or, in the case of Securities providing appropriate space for such
notation, at the option of the Holders, the Trustee, in lieu of delivering a new Security or Securities as aforesaid, may make a notation on such Security of the payment of the redeemed portion thereof. 
 (d) Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or by the Trustee in the name and at
the expense and written request of the Company and such written request shall be given to the Trustee 15 days prior to the date of the giving of the notice of redemption or such lesser time as may be agreed to by the Trustee. The notice of
redemption if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, a 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 Security. 
 SECTION 11.05 Deposit of Redemption Price. On or before the opening of business on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own
paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money in the relevant currency (or a sufficient number of currency units, as the case may be) sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date. 
  

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 SECTION 11.06 Securities Payable on Redemption Date. (a) 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 and accrue any interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together
with any accrued but unpaid interest to, but excluding, the Redemption Date; provided, however, that unless otherwise specified as contemplated by Section 3.02, installments of accrued and unpaid interest on Securities whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and
the provisions of Section 3.08. 
 (b) If any Security called for redemption shall not be so paid upon surrender thereof for redemption,
the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. 
 SECTION 11.07 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 written
instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder
of such Security without service charge, a new Security or Securities of the same series and Stated Maturity, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered or, in the case of Securities providing appropriate space for such notation, at the option of the Holder, the Trustee, in lieu of delivering a new Security or Securities as aforesaid, may make
a notation on such Security of the Payment of the redeemed portion thereof. 
 ARTICLE XII 
 Sinking Funds 
 SECTION 12.01
Applicability of Article. (a) The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series, except as otherwise specified as contemplated by Section 3.02 for Securities of such
series. 
 (b) The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as
a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking fund payment”. If provided for
by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.02. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided
for by the terms of Securities of such series. 
  

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 SECTION 12.02 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 the Securities of such series
required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided that such Securities have not been previously so credited. Such Securities shall be received and the outstanding principal
amount thereof credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. 

SECTION 12.03 Redemption of Securities for Sinking Fund. Not less than 60 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be
satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 12.02 and will also deliver to the Trustee any Securities to be so delivered. Not
less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.03 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 11.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Section 11.06
and 11.07. 
 ARTICLE XIII 
 Subordination of Securities 
 SECTION 13.01 Securities Subordinate to Senior Indebtedness. The Company covenants and
agrees, and each Holder of a Security, by its acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article, the payment of the principal of (and premium, if any) and interest, if any,
on each and all of the Securities are hereby expressly made subordinate in right of payment to the prior payment in full of all amounts then due and payable in respect of all Senior Indebtedness. 
 Each Holder, by its acceptance hereof, waives all notice of acceptance of the subordination provisions contained herein by each holder of Senior
Indebtedness, whether now outstanding or hereafter incurred and waives reliance by each such holder upon said provisions. 
 SECTION 13.02
Payment Over of Proceeds Upon Dissolution, Etc. Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any
bankruptcy, insolvency, debt restructuring or similar proceedings in connection with the Company’s insolvency or bankruptcy (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior
Indebtedness shall be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness, or 

  

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provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the
Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the
payment of any other Indebtedness of the Company (including any series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on
account of principal of (or premium, if any) or interest, if any, on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Indebtedness shall be
entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable in respect of
the Securities in any such Proceeding. 
 In the event that, notwithstanding the foregoing provisions of this Section, the Trustee or the
Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Senior Indebtedness is paid in
full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, and if written notice thereof shall, at least three Business Days prior to the time of such payment or
distribution, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full,
after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. 
 For purposes of this Article
only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any
other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Indebtedness to substantially the same extent as the Securities are so subordinated as
provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to
another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Proceeding
for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, or
sale comply with the conditions set forth in Article VIII. 
 SECTION 13.03 Prior Payment to Senior Indebtedness Upon Acceleration of
Securities. In the event that any Securities are declared due and payable before their Stated Maturity, then and in such event the holders of the Senior Indebtedness outstanding at the time such Securities so become due and payable shall be
entitled to receive payment in full of all 

  

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amounts due on or in respect of such Senior Indebtedness (including any amounts due upon acceleration), or provision shall be made for such payment in cash
or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, properties or
securities (including any Junior Subordinated Payment) by the Company on account of the principal of (or premium, if any) or interest, if any, on the Securities or on account of the purchase or other acquisition of Securities by the Company or any
Subsidiary; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with this Indenture or as otherwise specified as contemplated by Section 3.02 for the Securities
of any series by delivering and crediting as contemplated by Section 3.02 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such declaration of acceleration. 
 In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section, and if written notice of such fact shall, at least three Business Days prior to the time of such payment, have been received by a Responsible Trust Officer or, as the case may be, such Holder, then and in such
event such payment shall be paid over and delivered forthwith to the Company. 
 The provisions of this Section shall not apply to any
payment with respect to which Section 13.02 would be applicable. 
 SECTION 13.04 No Payment When Senior Indebtedness in Default.
In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest, if any, on any Senior Indebtedness, or in the event that any event of default with respect to any Senior Indebtedness shall have
occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have
been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of default, then no
payment or distribution of any kind or character, whether in cash, properties or securities (including any Junior Subordinated Payment) shall be made by the Company on account of principal of (or premium, if any) or interest, if any, on the
Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with
this Indenture or as otherwise specified as contemplated by Section 3.02 for the Securities of any series by delivering and crediting pursuant to Section 12.02 (or as otherwise specified as contemplated by Section 3.02 for the
Securities of any series) Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default. 
 In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if written notice thereof shall, at least three
Business Days or prior to the time of such payment, have been received by the Responsible Trust Officer or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. 

 

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 The provisions of this Section shall not apply to any payment with respect to which Section 13.02
would be applicable. 
 SECTION 13.05 Payment Permitted if No Default. Nothing contained in this Article or elsewhere in this
Indenture or in any of the Securities shall prevent (i) the Company, at any time except during the pendency of any Proceeding referred to in Section 13.02 or under the conditions described in Sections 13.03 and 13.04, from making payments
at any time of principal of (and premium, if any) or interest, if any, on the Securities, or (ii) the application by the Trustee of any money or U.S. Government Obligations deposited with it hereunder to the payment of or on account of the
principal of (and premium, if any) or interest, if any, on the Securities or the retention of such payment by the Holders, if, at least three Business Days prior to the time of such application by the Trustee, a Responsible Trust Officer did not
have knowledge that such payment would have been prohibited by the provisions of this Article. 
 SECTION 13.06 Subrogation to Rights of
Holders of Senior Indebtedness. Subject to the payment in full of all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the Holders of
the Securities shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article (equally and ratably with the holders of all Indebtedness of the Company
which by its express terms is subordinated to Senior Indebtedness of the Company to substantially the same extent as the Securities are subordinated to the Senior Indebtedness and is entitled to like rights of subrogation by reason of any payments
or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal
of (and premium, if any) and interest, if any, on the Securities shall be paid in full. For purposes of such subrogation or assignment, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to
which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the
Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness. 
 SECTION 13.07 Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining
the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall
(i) impair, as between the Company and the Holders of the Securities, the obligations of the Company, which are absolute and unconditional, to pay to the Holders of the Securities the principal of (and premium, if any) and interest, if any, on
the Securities as and when the same shall become due and payable in accordance with their terms; or (ii) affect the relative rights against the Company of the Holders of the Securities and creditors of the Company other than their rights in
relation to the holders of Senior Indebtedness; or (iii) prevent the Trustee or the 

  

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Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture including, without limitation,
filing and voting claims in any Proceeding, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder. 

SECTION 13.08 Trustee to Effectuate Subordination. Each Holder of a Security by his or her acceptance thereof authorizes and directs the
Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination provided in this Article and appoints the Trustee his or her attorney-in-fact for any and all such purposes.

 SECTION 13.09 No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Indebtedness to enforce
subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the
Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or be otherwise charged with. 
 SECTION 13.10 Notice to Trustee. The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of
the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the
Trustee in respect of the Securities, unless and until a Responsible Trust Officer shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from any trustee, agent or representative therefor (whether or not
the facts contained in such notice are true); provided, however, that if the Trustee shall not have received the notice provided for in this Section at least three Business Days prior to the date upon which by the terms hereof any
monies may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have
full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date.

 Subject to the provisions of Section 6.01, the Trustee shall be entitled to conclusively rely on the delivery to it of a written
notice by a person representing himself to be a holder of Senior Indebtedness (or a trustee or agent on behalf of such holder) to establish that such notice has been given by a holder of Senior Indebtedness (or a trustee or agent on behalf of any
such holder). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article,
the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such person under this Article, and if such evidence is not furnished, the Trustee may defer any payment which it may be required to make for the benefit of such person pursuant to the
terms of this Indenture pending judicial determination as to the rights of such person to receive such payment. 
  

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 SECTION 13.11 Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or
distribution of assets of the Company referred to in this Article, the Trustee, subject to the provisions of Article VI, and the Holders of the Securities shall be entitled to rely upon any order or decree entered by any court of competent
jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to
the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other Indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article. 
 SECTION 13.12
Trustee Not Fiduciary For Holders of Senior Indebtedness. The Trustee, in its capacity as trustee under this Indenture, shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such
holders if it shall in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other Person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this
Article or otherwise. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article and no implied covenants or obligations
with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee. 
 SECTION 13.13 Rights of Trustee
as Holder of Senior Indebtedness; Preservation of Trustee’s Rights. The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with respect to any Senior Indebtedness which may at any time be held
by it, to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 6.07. 
 SECTION 13.14 Article Applicable to Paying Agents. In case at any time any Paying Agent other than
the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this Article shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying
Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in place of the Trustee. 
 SECTION 13.15 Certain Conversions or Exchanges Deemed Payment. For the purposes of this Article only, (i) the issuance and delivery of junior securities upon conversion or exchange of Securities shall not
be deemed to constitute a payment or distribution on account of the principal of (or premium, if any) or interest, if any, on Securities or on account of the purchase or other acquisition of Securities, and (ii) the payment, issuance or
delivery of cash, property or securities (other than junior securities) upon conversion or exchange of a Security shall be deemed to constitute payment on account of the principal of such security. For the 

  

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purposes of this Section, the term “junior securities” means (i) shares of any stock of any class of the Company and (ii) securities of
the Company which are subordinated in right of payment to all Senior Indebtedness which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are so
subordinated as provided in this Article. 
 ARTICLE XIV 
 Defeasance and Covenant Defeasance 
 SECTION 14.01 Company’s Option to Effect Defeasance or
Covenant Defeasance. The Company may elect, at its option at any time, to have Section 14.02 or Section 14.03 applied to any Securities upon compliance with the conditions set forth below in this Article. Any such election shall be
evidenced by a Board Resolution. 
 SECTION 14.02 Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to
have this Section applied to any Securities, the Company shall be deemed to have been discharged from its obligations with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 14.04
are satisfied (“Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by such Securities and to have satisfied all its other obligations under
such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company and upon Company Request, shall execute proper instruments acknowledging the same), subject to the following, which shall
survive until otherwise terminated or discharged hereunder: (1) the Company’s obligations with respect to such Securities under Sections 3.05, 3.06, 3.07, 10.02 and 10.03; (2) the rights, powers, trusts, duties and immunities of the
Trustee hereunder; and (3) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have
Section 14.03 applied to such Securities. 
 SECTION 14.03 Covenant Defeasance. Upon the Company’s exercise of its option
(if any) to have this Section applied to any Securities (1) the Company shall be released from its obligations under Section 8.01, Sections 10.05 and 10.06 and any covenants provided pursuant to 9.01(ii) for the benefit of the Holders of
such Securities; and (2) the occurrence of any event specified in Sections 5.01(iv) (with respect to any of Section 8.01, Sections 10.05 and 10.06, and any such covenants provided pursuant to Section 9.01(ii)) shall be deemed not to
be or result in an Event of Default, in each case with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 14.04 are satisfied (“Covenant Defeasance”). For this purpose,
such Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section (to the extent so specified
in the case of Section 5.01(iv)), 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 shall be unaffected thereby. 
  

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 Notwithstanding any Covenant Defeasance with respect to Section 8.01, any Person that would
otherwise have been required to assume the obligations of the Company pursuant to said Section shall be required, as a condition to any merger, consolidation, conveyance or transfer contemplated thereby, to assume the obligations of the Company to
the Trustee under Sections 6.07 and 14.05. 
 SECTION 14.04 Conditions to Defeasance or Covenant Defeasance. The following shall be
the conditions to the application of Section 14.02 or Section 14.03 to any Securities: 
 (i) The Company shall irrevocably have
deposited or caused to be deposited with the Trustee 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, 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, not later than one day before the due date of any payment, money,
or (C) a combination thereof, in each case in an amount sufficient 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 any premium and interest on
such Securities due on or before the respective Stated Maturities or the Redemption Date, in accordance with the terms of this Indenture and such Securities; provided that the Company shall deliver to the Trustee an opinion of a nationally
recognized firm of independent public accountants expressed in a written certification, as to the sufficiency of deposits made by the Company pursuant to this Section. 
 (ii) In the event of an election to have Section 14.02 apply to any 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 instrument, there has been a change in the applicable Federal income tax law, in the case of either (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. 
 (iii) In the event of an election to have Section 14.03 apply to any 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. 
 (iv) No event which is, or after notice or lapse of time or both would become, an 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, with regard to any such event specified in Sections 5.01(v) and (vi), 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). 
  

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 (v) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a
default under, any indenture or other agreement or instrument for borrowed money to which the Company is a party or by which it is bound. 
 (vi) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under the
Investment Company Act or exempt from registration thereunder. 
 (vii) If such Securities are to be redeemed prior to Stated Maturity (other
than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made. 
 (viii) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Defeasance or Covenant Defeasance have been complied with. 
 SECTION 14.05 Deposited Money or U.S.
Government Obligations to Be Held in Trust; Miscellaneous Provisions. Subject to the provisions of Section 10.03(e), all money or U.S. Government Obligations (including the proceeds thereof and the interest thereon) deposited with the
Trustee pursuant to Section 14.04 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 its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and any premium 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 14.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of Outstanding Securities. 
 Anything in this Article 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 14.04 with respect to any Securities which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof delivered to the Trustee or in the opinion of such other Persons delivered to the Trustee as shall be reasonably satisfactory to the Trustee (which may be the same opinion
delivered to the Trustee under Section 14.04(i)), 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 14.06 Reinstatement. If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to
any Securities by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise 

  

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prohibiting such application, then the obligations under this Indenture and such Securities from which the Company has been discharged or released pursuant
to Section 14.02 or 14.03 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust
pursuant to Section 14.06 with respect to such Securities in accordance with this Article; provided, however, that if the Company makes any payment of principal of or any premium or interest on any such Security following such
reinstatement of its obligations, the Company 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. 
 * * * 
 This instrument 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. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and with respect
to the Company its corporate seal to be hereunto affixed and attested, all as of the day and year first above written. 
  

			
	LINCOLN NATIONAL CORPORATION,
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	THE BANK OF NEW YORK MELLON, as Trustee
		
	By:	 	  

	Name:	 	
	Title:	 	


  

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