SEC Filing | Maxeon Solar Technologies, Ltd.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-3

FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939

MAXEON SOLAR TECHNOLOGIES, LTD.

SunPower Corporation Limited

SunPower Energy Corporation Limited

SunPower Manufacturing Corporation Limited

Maxeon Rooster HoldCo, Ltd.

Maxeon Solar PTE. Ltd.

SunPower Bermuda Holdings

SunPower Technology Ltd.

SunPower Philippines Manufacturing Ltd.

Rooster Bermuda DRE, LLC

SunPower Systems Sàrl
(Name of Applicants)

8 Marina Boulevard #05-02

Marina Bay Financial Centre

018981, Singapore
(Address of principal executive offices)

Securities to be Issued under the Indenture to be Qualified

Title of Class		Amount
Adjustable-Rate Convertible Second Lien Senior Secured Notes due 2028		Up to a maximum aggregate principal amount of $218 million

Approximate date of proposed public offering:

As soon as practicable after the date of this Application for Qualification.

Name and address for agent of service:

Corporation Service Company

1180 Avenue of the Americas, Suite 210

New York, New York 11036-8401

800-927-9800

With a copy to:

Jessica Zhou
Kaya Proudian

White & Case LLP

16^th Floor, York House, The Landmark

15 Queen’s Road Central

Hong Kong

China

Phone: +852 28228725

Laura Katherine Mann
White & Case LLP
609 Main Street, Suite 2900
Houston, TX 77002
(713) 496-9695

The Applicants hereby amend this application for qualification (this “Application”) on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of an amendment which specifically states that it shall supersede this Application, or (ii) such date as the Securities and Exchange Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, may determine upon the written request of the Applicant.

GENERAL

1. General Information.

Applicant	Form of Organization	Jurisdiction of Organization
Maxeon Solar Technologies, Ltd. (the “Company”)	Public Company Limited by Shares	Singapore
SunPower Corporation Limited	Company Limited by Shares	Hong Kong
SunPower Energy Corporation Limited	Company Limited by Shares	Hong Kong
SunPower Manufacturing Corporation Limited	Company Limited by Shares	Hong Kong
Maxeon Rooster HoldCo, Ltd.	Exempted Company limited by shares	Bermuda
Maxeon Solar Pte. Ltd.	Private Company Limited by Shares	Singapore
SunPower Bermuda Holdings	Exempted General Partnership	Bermuda
SunPower Technology Ltd.	Exempted Company Limited by Shares	Cayman Islands
SunPower Philippines Manufacturing Ltd.	Exempted Company Limited by Shares	Cayman Islands
Rooster Bermuda DRE, LLC	Limited Liability Company	Bermuda
SunPower Systems Sàrl	Limited Liability Company	Switzerland

The foregoing entities are referred to herein collectively as the “Applicants.” The Applicants, other than the Company, and any other entities that will act as a guarantor under the New 2L Notes Indenture (as defined below) are referred to herein collectively as the “Guarantors.”

2. Securities Act exemption applicable

The Company intends to acquire approximately $196 million aggregate principal amount of the Company’s 6.50% Green Convertible Senior Notes due 2025 (the “Existing Notes”), upon the terms and subject to the conditions set forth in exchange agreements (each, an “Exchange Agreement”) between the Company and certain holders of the Existing Notes.

In accordance with the Exchange Agreements, subject to the terms and conditions set forth therein, for each $1,000 principal amount of Existing Notes so acquired, each holder thereof will be issued (i) (x) $700 principal amount of Tranche A Notes of the Company’s new Adjustable-Rate Convertible Second Lien Senior Secured Notes due 2028 (the “Tranche A Notes”); (y) $300 principal amount of Tranche B Notes of the Company’s new Adjustable-Rate Convertible Second Lien Senior Secured Notes due 2028 (the “Tranche B Notes,” and together with Tranche A Notes, the “New 2L Notes”), plus (z) an additional principal amount of New 2L Notes, in the form of Tranche B Notes, equal to the amount of accrued and unpaid interest on such Existing Notes up to, but not including, the date on which the closing of the transactions contemplated by the Exchange Agreement occurs, and (ii) warrants (the “Warrants” and together with the New 2L Notes, the “Exchange Securities”) granting such holder the right to purchase ordinary shares, no par value (the “Shares”), of the Company subject to the terms and conditions set forth therein (collectively, together with such transactions contemplated by the Exchange Agreements, the “Exchanges”).

This Application has been filed to qualify the Indenture that will govern the New 2L Notes (the “New 2L Notes Indenture”). The issuance of the New 2L Notes is being made in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), based upon the following facts:

●

no sales of securities of the same class as the New 2L Notes have been or are intended to be made by the Company or by or through an underwriter at or about the same time as the Exchanges for which the exemption is claimed;

●

no consideration has been, or is to be, given, directly or indirectly, to any person in connection with the Exchanges, except for payment of (i) advisory fees to financial advisors that advised the Company with respect to the terms of the Exchanges, (ii) advisory fees to financial advisors that advised the noteholders with respect to the terms of the Exchanges, (iii) the fees and expenses of the Company’s legal advisors for their legal services, (iv) the fees and expenses of the noteholders’ legal advisors for their legal services, (v) the fees of the Company’s tax advisors and (vi) fees charged by the trustee and the security agents under the New 2L Notes Indenture for their respective services as trustee and security agents in connection with the Exchanges;

	●	the Company’s financial advisors have not been retained to solicit or make, and will not be soliciting or making, any recommendation with respect to the Exchanges;

	●	the fees payable to the Company’s financial advisor do not depend on the closing of the Exchanges or the amount of any Existing Notes to be exchanged; and

●

no holder of Existing Notes has made or will be requested to make any payment of cash or non-cash consideration in connection with the Exchanges other than the surrender of their Existing Notes.

Trust Indenture Act of 1939

The Company hereby acknowledges that under Section 306(c) of the Trust Indenture Act of 1939 (the “TIA”), it shall be unlawful for any person, directly or indirectly, to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to offer or sell through the use or medium of any prospectus or otherwise any security which is not registered under the Securities Act and to which this subsection is applicable notwithstanding the provisions of Section 304 of the TIA, unless such security has been or is to be issued under an indenture and an application for qualification (the “application”) has been filed as to such indenture, or while the application is the subject of a refusal order or stop order or (prior to qualification) any public proceeding or examination under Section 307(c) of the TIA. The failure to file an application on a timely basis could result in an enforcement or other action by the Commission.

The Company acknowledges that this Application was not filed until after the Exchange Agreements were entered into. It was not certain prior to the date hereof what the parties would determine to be the terms of the New 2L Notes Indenture, and whether such notes would ultimately be issued pursuant to the exemption provided under Section 3(a)(9) of the Securities Act or Section 4(a)(2) of the Securities Act. Therefore, the Company believes it would have been premature to file the Form T-3 prior to those details being determined. The Applicants believe that the purposes behind the requirement to file a Form T-3 (namely the provision of adequate disclosure to the persons being asked to make an investment decision in respect of the securities in question through the qualification of the indentures) was served prior to the filing of this Form T-3 with respect to the New 2L Notes. The holders of the Existing Notes participating in the Exchanges were at all times adequately represented by counsel during discussions with such holders regarding the terms of the New 2L Notes. Moreover, these holders actively negotiated for the terms of the New 2L Notes contained in the New 2L Notes Indenture. Furthermore, the holders of Existing Notes had and continue to have access to a significant amount of information regarding the Applicants by virtue of both (i) having been creditors of and/or investors in the Company for an extensive period of time and (ii) having had access to the reports and other information that had been filed with the Securities and Exchange Commission by the Company, which is required to file reports with the Securities and Exchange Commission. The Applicants also believe that the New 2L Notes Indenture contains terms and conditions that are in line with market standard terms and conditions to which investors have become accustomed for transactions of this type. The Company represents that none of the New 2L Notes under the New 2L Notes Indenture to be qualified by this Application have been issued and covenants that none of such notes will be issued prior to this Application being declared effective.

AFFILIATES

3. Affiliates.

The following diagram indicates the relationship of the Applicants to each of their respective affiliates as of the date of this Application. Solid connecting lines indicate 100% ownership of voting securities, unless otherwise stated.

* Other Ownership:

SunPower Energy Systems Southern Africa (Pty) Ltd: 24.05% owned by The S.A Solar Empowerment Trust

Maxeon Rooster HoldCo, Ltd: 9.90% De minimis preferred stock held by SunPower Corporation Ltd.

Tenesol Venezuela: 0.03% owned by Luis Raygada

Huansheng: Tianjin Zhonghuan Semiconductor Co.Ltd: 84%

SunPower Systems International Ltd: ZhongHuan HK Holding Ltd: 20%

SunPower Corporation Mexico, S. de R.L. de C.V.: 0.03% owned by Sunpower Technology, Ltd.

SunPower Solar India Private Limited: 2 shares owned by SunPower Malta Ltd

Maxeon Solar Product Mexico S. de R.L. de C.V. is owned 0.002% by Maxeon Rooster HoldCo, Ltd.

Maxeon Solar Systems Mexico S. de R.L. de C.V. is owned 0.002% by Maxeon Rooster HoldCo, Ltd.

SPML Land, Inc.: BPI Trust and three shares owned by individuals

SunPower Malta ltd: 2 shares held by SunPower Systems Sàrl

Certain directors and officers of the Applicants may be deemed to be affiliates thereof by virtue of their positions with the Applicants. See Item 4, “Directors and Executive Officers.”

In addition, certain persons may be deemed to be affiliates of the Applicants by virtue of their current or anticipated holdings of voting securities of the Applicants. See Item 5, “Principal Owners of Voting Securities.”

MANAGEMENT AND CONTROL

4. Directors and Executive Officers.

The following table lists the names and offices held by all current directors and executive officers of each Applicant. The address for each director and executive officer for the Applicants is c/o Maxeon Solar Technologies, Ltd., 8 Marina Boulevard #05-02, Marina Bay Financial Centre, 018981, Singapore.

As of the date hereof:

Maxeon Solar Technologies, Ltd.

Name		Position
William Mulligan		Chief Executive Officer
Matt Dawson		Chief Technology Officer
Kai Strohbecke		Chief Financial Officer
Lindsey Roon Wiedmann		Chief Legal & Sustainability Officer
Peter Aschenbrenner		Chief Strategy Officer
Tiffany See		Chief Human Resources Officer
Ralf Elias		Chief Product Officer
Vikas Desai		Chief Commercial Officer

SunPower Corporation Limited

Name		Position
Peter Aschenbrenner		Director
Diana Ma		Director
SunPower Energy Corporation Limited

Name		Position
Kai Strohbecke		Director
Peter Aschenbrenner		Director
Diana Ma		Director

SunPower Manufacturing Corporation Limited

Name		Position
Kai Strohbecke		Director
Peter Aschenbrenner		Director
Diana Ma		Director

Maxeon Rooster HoldCo, Ltd.

Name		Position
Philippe Querbes		Treasurer
Kai Strohbecke		Director
Wong Lai Ping		Vice-President
Maxeon Solar PTE. Ltd.

Name		Position
Kai Strohbecke		Chief Financial Officer/Director
Lindsey Wiedmann		Assistant Secretary
Marc Robinson		Assistant Secretary
Wong Lai Ping		Director
SunPower Bermuda Holdings

Name		Position
Frederic Biollaz		Chief Executive Officer/Director
Kai Strohbecke		Chief Financial Officer/Director
Lai Ping Wong		Vice President/Director
Philippe Querbes		Treasurer
SunPower Technology Ltd.

Name		Position
Frederic Biollaz		Chief Executive Officer/President(Director)
Wong Lai Ping		Vice President
Lindsey Wiedmann		Secretary
Matt Kasdin		Assistant Secretary
Intertrust		Assistant Secretary
SunPower Philippines Manufacturing Ltd.

Name		Position
Boris Bastien		Chief Executive Officer/President (Director)
Ryan Archival Cedillo		Assistant Secretary/SEC GIS Resident Agent
Wong Lai Ping		Vice President
Philippe Querbes		Treasurer
Lindsey Wiedmann		Assistant Secretary
Rooster Bermuda DRE, LLC

Name		Position
Kai Strohbecke		Director
SunPower Systems Sàrl

Name		Position
Frederic Biollaz		President Gerant (Director)
Vincent Maurice		Gerant (Director)

5. Principal Owners of Voting Securities.

The following tables set forth certain information regarding each person known to the Company to own 10 percent or more of the voting securities of each Applicant as of May 21, 2024. Unless otherwise indicated, the mailing address of each holder listed in each of the tables set forth below is: c/o Maxeon Solar Technologies, Ltd., 8 Marina Boulevard #05-02, Marina Bay Financial Centre, 018981, Singapore.

The Company

Company Name

Principal Owner of 10%
or More of Voting Securities

Title of
Class Owned

Amount
Owned

Percentage
of Voting
Securities Owned

Maxeon Solar Technologies, Ltd.

TotalEnergies SE⁽¹⁾

Ordinary Shares

8,000,931

14.6

Maxeon Solar Technologies, Ltd.

Zhonghuan Singapore Investment and Development Pte. Ltd.⁽²⁾

Ordinary Shares

12,285,692

22.4

Maxeon Solar Technologies, Ltd.

BlackRock, Inc.⁽³⁾

Ordinary Shares

5,401,371

10.2

(1)	The mailing address of such holder is 2, place Jean Millier, La Défense 6, 92400 Courbevoie, France 00-331-4135-2834.

(2)	The mailing address of such holder is No. 12 East Haitai Road, Huayuan Industrial Park, Hi-tech Industrial Zone, Tianjin, 300384, People’s Republic of China

(3)	The mailing address of such holder is 50 Hudson Yards, New York, New York 10001.

The Guarantors

Guarantor Name	Principal Owner of 10% or More of Voting Securities	Title of Class Owned	Amount Owned		Percentage of Voting Securities Owned
SunPower Corporation Limited	Maxeon Solar Technologies, Ltd.	Ordinary Shares		127,867,194		100	%
SunPower Energy Corporation Limited	Maxeon Solar Technologies, Ltd.	Ordinary Shares		1,000		100	%
SunPower Manufacturing Corporation Limited	Maxeon Solar Technologies, Ltd.	Ordinary Shares		1,000		100	%
Maxeon Rooster Holdco, Ltd.	Maxeon Solar Technologies, Ltd.	Common Shares		91,000		100	%
Maxeon Solar Pte. Ltd.	Maxeon Rooster Holdco, Ltd.	Ordinary Shares		2		100	%
SunPower Bermuda Holdings	Rooster Bermuda Dre, LLC	N/A		N/A		10	%
SunPower Bermuda Holdings	Maxeon Rooster Holdco, Ltd.	N/A		N/A		90	%
SunPower Technology Ltd.	SunPower Systems Sàrl	Ordinary Shares		2,000		100	%
SunPower Philippines Manufacturing Ltd.	SunPower Technology Ltd.	Ordinary Shares		2,000		100	%
Rooster Bermuda DRE, LLC	Maxeon Rooster HoldCo, Ltd.	N/A		N/A		100	%
SunPower Systems Sàrl	SunPower Bermuda Holdings	Common voting shares		100		100	%

6. Underwriters.

(a) The name and complete mailing address of each person who, within three years prior to the date of filing this Application, acted as an underwriter of any securities of the Applicants which are outstanding on the date of filing this Application are listed below, along with the title of each class of securities underwritten by the underwriter.

Name	Address	Title of Class of Securities Underwritten
BofA Securities, LLC	One Bryant Park New York, New York 10036	Ordinary shares, no par value

Morgan Stanley & Co. LLC	1585 Broadway New York, New York 10036	Ordinary shares, no par value

Raymond James & Associates, Inc.	880 Carillon Parkway St. Petersburg, FL 33716	Ordinary shares, no par value

Roth Capital Partners, LLC	888 San Clemente Drive Suite 400 Newport Beach, CA 92660	Ordinary shares, no par value

(b) No person is acting, or proposed to be acting, as principal underwriter of the New 2L Notes proposed to be issued pursuant to the New 2L Notes Indenture.

CAPITAL SECURITIES

7. Capitalization.

(a) The following table sets forth certain information with respect to each authorized class of securities of the Applicants outstanding as of the date of the filing of this application.

Applicant	Title of Equity Securities	Amount Authorized	Amount Outstanding
Maxeon Solar Technologies, Ltd.	Ordinary Shares, no par value	Not Applicable⁽¹⁾	54,876,005
SunPower Corporation Limited	Ordinary Shares- no par value	Not Applicable	127,867,194
SunPower Energy Corporation Limited	Ordinary Shares-no par value	Not Applicable	1,000
SunPower Manufacturing Corporation Limited	Ordinary Shares-no par value	Not Applicable	1,000
Maxeon Rooster HoldCo, Ltd.	Common Shares, par value USD $0.01 per share	Not Applicable	91,000
Maxeon Rooster HoldCo, Ltd.	Preferred non-voting Shares, par value USD $0.01 per share	Not applicable	10,000
Maxeon Solar Pte. Ltd.	Ordinary Shares-no par value	Not Applicable⁽¹⁾	2
SunPower Bermuda Holdings	Not Applicable	Not Applicable	Not Applicable
SunPower Technology Ltd.	Ordinary Shares, par value USD $1.00 per share	50,000	2,000
SunPower Philippines Manufacturing Ltd.	Ordinary Shares, par value USD $1.00 per share	50,000	2,000
Rooster Bermuda DRE, LLC	Not Applicable	Not Applicable	Not Applicable
SunPower Systems Sàrl	Common voting shares	1,000	100

(1)	There is no concept of authorized share capital under Singapore law.

(b)	Unless otherwise specified, (i) each of the entities listed above has issued only one class of voting securities and (ii) the holders of such securities are entitled to one vote per share on all matters presented to securities holders.

8. Analysis of indenture provisions.

The New 2L Notes will be issued under the New 2L Notes Indenture to be entered into among the Company, the Guarantors, the trustee named therein (the “Trustee”), the collateral trustee named therein (the “Collateral Trustee”) and the supplemental collateral trustee named therein (the “Supplemental Collateral Trustee”). The following is a general description of certain provisions expected to be included in the New 2L Notes Indenture, and the description is qualified in its entirety by reference to the form of the New 2L Notes Indenture to be filed as Exhibit T3.C1 herewith. The Company has not entered into the New 2L Notes Indenture as of the date of this filing, and the terms of the New 2L Notes Indenture are subject to change before it is executed. Capitalized terms used below and not defined herein have the meanings ascribed to them in the New 2L Notes Indenture.

(a)

Events of Default; Withholding of Notice.

The occurrence of any of the following events will constitute an Event of Default under the New 2L Notes Indenture:

(1) a default in the payment when due (whether at maturity, upon Redemption or Repurchase Upon Fundamental Change or otherwise) of the principal of, or the Redemption Price or Fundamental Change Repurchase Price for, any New 2L Note;

(2) a default in the payment when due of interest on any New 2L Note, which default continues for thirty (30) days;

(3) the Company’s failure to deliver, when required by the New 2L Notes Indenture, a Fundamental Change Notice, such failure is not cured within three (3) Business Days after its occurrence;

(4) a default in the payment or delivery when due of the Exchange Consideration for any Note subject to an Optional Exchange;

(5) a default in the Company’s obligation to convert a New 2L Note in accordance with the provisions relating to the conversion of the New 2L Notes upon the exercise of the conversion right with respect thereto, if such default is not cured within two (2) Business Days after its occurrence;

(6) a default in the Company’s obligations under the covenant relating to the merger, consolidation, sale of all or substantially all assets of the Company or any Guarantor;

(7) a default in any of the Company’s obligations or agreements under the Indenture Documents (other than a default set forth in clauses (1), (2), (3), (4), (5) or (6) above) where such default is not cured or waived within thirty (30) days after notice to the Company by the Trustee and the Collateral Trustee, or to the Company, the Trustee and the Collateral Trustee by Holders of at least twenty five percent (25%) of the aggregate principal amount of New 2L Notes then outstanding, which notice must specify such default, demand that it be remedied and state that such notice is a “Notice of Default”, provided that any issuance of Ordinary Shares in connection with any conversion (including in connection with the Optional Exchange) that results in any holder of the Notes, together with the Attribution Parties, beneficially owns or would beneficially own the number of Ordinary Shares in excess of the Exchange Cap shall not constitute a Default or an Event of Default;

(8) a default by a Company Indenture Party or any of its Significant Subsidiaries with respect to indebtedness for money borrowed (whether pursuant to one or more agreements or other instruments) of greater than twenty-five million dollars ($25,000,000) (or its foreign currency equivalent) in the aggregate of a Company Indenture Party or any of its Significant Subsidiaries, whether such indebtedness exists as of the Issue Date or is thereafter created, either: (x) resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity, or (y) constituting a failure to pay the principal of any such indebtedness when due and payable (after the expiration of all applicable grace periods) at its stated maturity, upon required repurchase, upon declaration or otherwise, and, in the case of either clause (x) or (y), such acceleration is not, after the expiration of any applicable grace period, rescinded or annulled or such indebtedness is not paid or discharged, as the case may be, within thirty (30) days after notice to the Company by the Trustee or to the Company and the Trustee by Holders of at least twenty five percent (25%) of the aggregate principal amount of New 2L Notes then outstanding in accordance with the New 2L Notes Indenture;

(9) one or more final judgments being rendered against a Company Indenture Party or any of its Subsidiaries for the payment of at least twenty-five million dollars ($25,000,000) (or its foreign currency equivalent) in the aggregate (excluding any amounts covered by insurance), where such judgment is not discharged or stayed within sixty (60) days after (i) the date on which the right to appeal the same has expired, if no such appeal has commenced; or (ii) the date on which all rights to appeal have been extinguished;

(10) certain events of bankruptcy or insolvency described in the New 2L Notes Indenture with respect to the Company Indenture Party or any of its Significant Subsidiaries;

(11) a court of competent jurisdiction enters certain orders or decrees described in the New 2L Notes Indenture granting reliefs under bankruptcy laws with respect to the Company Indenture Party or any of its Significant Subsidiaries, and such order or decrees remains unstayed and in effect for at least sixty (60) days;

(12) if the obligation of any Guarantor under its Guarantee or any other Indenture Document to which any Guarantor is a party is limited or terminated by operation of law or by such Guarantor (other than, in each case, in accordance with the terms of the New 2L Notes Indenture or such other Indenture Documents), or if any Guarantor fails to perform any obligation under its Guarantee or under any such Indenture Document, or repudiates or revokes or purports to repudiate or revoke in writing any obligation under its Guarantee, or under any such Indenture Document, or any Guarantor ceases to exist for any reason (other than as permitted or not prohibited by the New 2L Notes Indenture); or

(13) except as permitted or not prohibited by the New 2L Notes Indenture and other Indenture Documents, if the New 2L Notes Indenture or any other Indenture Document that purports to create a Lien on Collateral, shall, for any reason, fail or cease to be in full force and effect for any reason, being declared fully or partially void in judicial, regulatory or administrative proceeding or becoming enforceable against the relevant Company Indenture Parties.

In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company Indenture Party or any of its Significant Subsidiaries, or a court of competent jurisdiction enters certain order or decrees described in the New 2L Notes Indenture granting reliefs under bankruptcy laws with respect to the Company Indenture Party or any of its Significant Subsidiaries that remains unstayed and in effect for at least sixty (60) days, all outstanding New 2L Notes will become due and payable immediately without further action or notice.

If any other Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding New 2L Notes may declare all the New 2L Notes of such series to be due and payable immediately.

Notwithstanding the foregoing, with respect to any Event of Default arising from the Company’s failure (a “Reporting Event of Default”) to comply with the covenant relating to the provision to the Trustee and the Collateral Trustee copies of all reports that the Company is required to file pursuant to Section 13(a) or 15(d) of the Exchange Act within fifteen (15) calendar days after the date that the Company is required to file the same, the Company may elect that the sole remedy for the first one hundred and eighty (180) calendar days after a Reporting Event of Default has occurred and is continuing shall consist exclusively of the accrual of the Special Interest on the New 2L Notes in addition to the interest that accrues on the New 2L Notes. On the 181st day following the Reporting Event of Default, if such Reporting Event of Default has not been cured or waived prior to such 181st day, the New 2L Notes will be subject to acceleration as provided above.

(b)

Authentication and Delivery of the Notes; Application of Proceeds.

The New 2L Notes may be executed on behalf of the Company by at least one Officer by manual, electronic or facsimile signature. No New 2L Note will be valid until it is authenticated by the manual or electronic signature of the Trustee. The Trustee shall, upon a written order of the Company signed by an officer, authenticate the New 2L Notes for original issue. The Trustee shall manually or electronically authenticate a New 2L Note only if (1) the Company delivers such New 2L Note to the Trustee; (2) such New 2L Note is duly executed by the Company; and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such New 2L Note; and (b) sets forth the name of the Holder of such New 2L Note and the date as of which such New 2L Note is to be authenticated.

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate New 2L Notes. A duly appointed authenticating agent may authenticate New 2L Notes whenever the Trustee may do so under this New 2L Notes Indenture, and a New 2L Note authenticated as provided in this New 2L Notes Indenture by such an agent will be deemed, for purposes of this New 2L Notes Indenture, to be authenticated by the Trustee.

The New 2L Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples of $1.00 in excess thereof.

On the Issue Date, the Trustee shall, upon a Company Order, authenticate (A) one hundred and thirty-seven million two hundred thousand dollars ($137,200,000) aggregate principal amount of the Tranche A Notes; and (b) fifty-eight million eight hundred thousand dollars ($58,800,000) aggregate principal amount of the Tranche B Notes.

At any time thereafter, the Company may deliver PIK Notes executed by the Company to the Trustee for authentication, together with a written order of the Company in the form of an Officers’ Certificate for the authentication and delivery of such PIK Notes, as applicable, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such PIK Notes.

At any time thereafter, the Company may deliver Additional Notes executed by the Company to the Trustee for authentication, together with a written order of the Company in the form of an Officers’ Certificate for the authentication and delivery of such Additional Notes, as applicable, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Additional Notes. For the avoidance of doubt, the Additional Notes and the PIK Notes may be issued only the form of Tranche B Notes.

The Company will not receive any proceeds from the issuance of the New 2L Notes pursuant to the Exchanges.

(c)

Release of Collateral.

With respect to the New 2L Notes, subject to the terms of the Intercreditor Agreement and the terms of section 11.05(D) of the New 2L Notes Indenture, the Liens on the Collateral will be released:

(1) upon any dispositions of any portion of the Collateral that constitute a disposition permitted under any Priority Lien Debt Document; provided that Liens on such Collateral under any Priority Lien Debt Document are also released under any such Priority Lien Debt Document substantially concurrently;

(2) upon the full and final payment and performance of all Obligations of the Company under the New 2L Notes Indenture and the New 2L Notes or the satisfaction and discharge of the New 2L Notes Indenture and the other Indenture Documents as discussed below;

(3) under certain circumstances as described in section 8.03 of the New 2L Notes Indenture, with the consent of Supermajority Holders

(4) if the Collateral is owned by a Guarantor, upon the release of such Guarantor from its Notes Guarantee, pursuant to the terms of the New 2L Notes Indenture, the Intercreditor Agreement and/or the Priority Lien Debt Document;

(5) to the extent the Liens on the Collateral securing the Priority Lien Secured Obligations are released by the First Lien Collateral Trustees (other than a discharge or release by or as a result of payment under such guarantee after the occurrence of a payment default or acceleration thereunder (it being understood that a release subject to a contingent reinstatement is still a release)), upon release of such Liens; and

(6) pursuant to the Intercreditor Agreement and the Notes Security Documents.

(d)

Satisfaction and Discharge.

The New 2L Notes Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder, when:

(1) all New 2L Notes then outstanding (except mutilated, lost, destroyed or wrongfully taken New 2L Notes that have been replaced) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed;

(2) the Company or any Guarantor has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to New 2L Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property (including, if applicable, all related Additional Amounts) due on all New 2L Notes then outstanding (except mutilated, lost, destroyed or wrongfully taken New 2L Notes that have been replaced); and

(3) the Company has performed all other Obligation by it under the New 2L Notes Indenture.

In addition, the Company must deliver an Officer’s Certificate of the Company and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

(e)

Evidence of Compliance with Conditions and Covenants.

Within one hundred twenty (120) days after the earlier of (x) the end of the fiscal year of 2024 and each fiscal year of the Company thereafter, and (y) January 5 of the following year, the Company will deliver an Officer’s Certificate to the Trustee and the Collateral Trustee stating (i) that the signatory thereto has supervised a review of the activities of the Company Indenture Parties during such fiscal year with a view towards determining whether any Default or Event of Default has occurred; and (ii) whether, to such signatory’s knowledge, a Default or Event of Default has occurred or is continuing (and, if so, describing all such Defaults or Events of Default and what action any Company Indenture Party is taking or proposes to take with respect thereto).

If a Default or Event of Default occurs, then the Company will, within thirty (30) days after its occurrence, deliver an Officer’s Certificate to the Trustee and the Collateral Trustee describing the same and what action the Company or any Company Indenture Party is taking or proposes to take with respect thereto. However, such notice will not be required if such Default or Event of Default has been cured or waived before the date the Company is required to deliver such notice.

9. Other obligors.

No person, other than the Applicants, will be an obligor of the New 2L Notes.

Contents of Application for Qualification. This application for qualification comprises—

(a) Pages numbered 1 to 11, consecutively.

(b) The statement of eligibility and qualification of the trustee under the indenture to be qualified.

(c) The following exhibits in addition to those filed as part of the statement of eligibility and qualification of the trustee:

Exhibit T3.A1		Maxeon Solar Technologies, Ltd.’s Constitution (incorporated by reference to Exhibit 99.1 from our report on Form 6-K (File No. 001-39368) on August 27, 2020).
Exhibit T3.A2*		Certificate of Incorporation of SunPower Corporation Limited.
Exhibit T3.A3*		Certificate of Incorporation of SunPower Energy Corporation Limited.
Exhibit T3.A4*		Certificate of Incorporation of SunPower Manufacturing Corporation Limited.
Exhibit T3.A5*		Certificate of Incorporation of Maxeon Rooster HoldCo, Ltd.
Exhibit T3.A6*		Constitution of Maxeon Solar PTE. Ltd.
Exhibit T3.A7*		Certificate of Registration for an Exempted Partnership of SunPower Bermuda Holdings.
Exhibit T3.A8*		Certificate of Incorporation of SunPower Technology Ltd.
Exhibit T3.A9*		Certificate of Incorporation of SunPower Philippines Manufacturing Ltd.
Exhibit T3.A10*		Certificate of Formation of Rooster Bermuda DRE, LLC.
Exhibit T3.A11*		Deed Registry of SunPower Systems Sàrl
Exhibit T3.B1*		Memorandum and Articles of Association of SunPower Corporation Limited.
Exhibit T3.B2*		Articles of Association of SunPower Energy Corporation Limited.
Exhibit T3.B3*		Articles of Association of SunPower Manufacturing Corporation Limited.
Exhibit T3.B4*		Bye laws of Maxeon Rooster HoldCo, Ltd.
Exhibit T3.B5*		Amended and Restated Partnership Agreement of SunPower Bermuda Holdings.
Exhibit T3.B6*		Memorandum and Articles of Association of SunPower Technology Ltd.
Exhibit T3.B7*		Memorandum and Articles of Association of SunPower Philippines Manufacturing Ltd.
Exhibit T3.B8*		Limited Liability Company Agreement of Rooster Bermuda DRE, LLC.
Exhibit T3.B9*		Articles of Association of SunPower Systems Sàrl.
Exhibit T3.C1*		Form of Indenture relating to the Adjustable-Rate Convertible Second Lien Senior Secured Notes due 2028.
Exhibit T3D.1		Not Applicable.
Exhibit T3E.1		Form of Exchange Agreement by and among Maxeon Solar Technologies, Ltd. and certain holders of the 6.50% Green Convertible Senior Notes due 2025 (incorporated by reference to Exhibit 99.1 from our report on Form 6-K (File No. 001-39368) on May 30, 2024).
Exhibit T3F.1*		Cross-reference sheet showing the location in the Indenture of the provisions inserted therein pursuant to Section 310 through 318(a), inclusive, of the Trust Indenture Act of 1939.
Exhibit 25.1*		Statement of eligibility and qualification of the Trustee on Form T-1

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, in the city of San Jose, California, on the 30th day of May, 2024:

	MAXEON SOLAR TECHNOLOGIES, LTD.

	By:	/s/ Kai Strohbecke
	Name:	Kai Strohbecke
	Title:	Chief Financial Officer

Attest:

/s/ Lindsey Roon Wiedmann
Name:	Lindsey Roon Wiedmann
Title:	Chief Legal & Sustainability Officer of Maxeon Solar Technologies, Ltd.

	SUNPOWER CORPORATION LIMITED

	By:	/s/ Peter Aschenbrenner
	Name:	Peter Aschenbrenner
	Title:	Authorized Signatory

Attest:

/s/ Lindsey Roon Wiedmann
Name:	Lindsey Roon Wiedmann
Title:	Chief Legal & Sustainability Officer of Maxeon Solar Technologies, Ltd.

	SUNPOWER ENERGY CORPORATION LIMITED

	By:	/s/ Kai Strohbecke
	Name:	Kai Strohbecke
	Title:	Director

Attest:

/s/ Lindsey Roon Wiedmann
Name:	Lindsey Roon Wiedmann
Title:	Chief Legal & Sustainability Officer of Maxeon Solar Technologies, Ltd.

	SUNPOWER MANUFACTURING CORPORATION LIMITED

	By:	/s/ Kai Strohbecke
	Name:	Kai Strohbecke
	Title:	Director

Attest:

/s/ Lindsey Roon Wiedmann
Name:	Lindsey Roon Wiedmann
Title:	Chief Legal & Sustainability Officer of Maxeon Solar Technologies, Ltd.

	MAXEON ROOSTER HOLDCO, LTD.

	By:	/s/ Kai Strohbecke
	Name:	Kai Strohbecke
	Title:	Director

Attest:

/s/ Lindsey Roon Wiedmann
Name:	Lindsey Roon Wiedmann
Title:	Chief Legal & Sustainability Officer of Maxeon Solar Technologies, Ltd.

	MAXEON SOLAR PTE. LTD.

	By:	/s/ Kai Strohbecke
	Name:	Kai Strohbecke
	Title:	Director

Attest:

/s/ Lindsey Roon Wiedmann
Name:	Lindsey Roon Wiedmann
Title:	Chief Legal & Sustainability Officer of Maxeon Solar Technologies, Ltd.

	SUNPOWER BERMUDA HOLDINGS

	By:	/s/ Kai Strohbecke
	Name:	Kai Strohbecke
	Title:	Director

Attest:

/s/ Lindsey Roon Wiedmann
Name:	Lindsey Roon Wiedmann
Title:	Chief Legal & Sustainability Officer of Maxeon Solar Technologies, Ltd.

	SUNPOWER TECHNOLOGY LTD.

	By:	/s/ Kai Strohbecke
	Name:	Kai Strohbecke
	Title:	Authorized Signatory

Attest:

/s/ Lindsey Roon Wiedmann
Name:	Lindsey Roon Wiedmann
Title:	Chief Legal & Sustainability Officer of Maxeon Solar Technologies, Ltd.

	SUNPOWER PHILIPPINES MANUFACTURING LTD.

	By:	/s/ Kai Strohbecke
	Name:	Kai Strohbecke
	Title:	Authorized Signatory

Attest:

/s/ Lindsey Roon Wiedmann
Name:	Lindsey Roon Wiedmann
Title:	Chief Legal & Sustainability Officer of Maxeon Solar Technologies, Ltd.

	ROOSTER BERMUDA DRE, LLC

	By:	/s/ Kai Strohbecke
	Name:	Kai Strohbecke
	Title:	Director

Attest:

/s/ Lindsey Roon Wiedmann
Name:	Lindsey Roon Wiedmann
Title:	Chief Legal & Sustainability Officer of Maxeon Solar Technologies, Ltd.

	SUNPOWER SYSTEMS SÀRL

	By:	/s/ Kai Strohbecke
	Name:	Kai Strohbecke
	Title:	Authorized Signatory

Attest:

/s/ Lindsey Roon Wiedmann
Name:	Lindsey Roon Wiedmann
Title:	Chief Legal & Sustainability Officer of Maxeon Solar Technologies, Ltd.

Exhibit T3.A2

Exhibit T3.A3

Exhibit T3.A4

Exhibit T3.A5

Exhibit T3.A6

Exhibit T3.A7

Exhibit T3.A8

Exhibit T3.A9

Exhibit T3.A10

Exhibit T3.A11

Exhibit T3.B1

Exhibit T3.B2

Exhibit T3.B3

Exhibit T3.B4

Exhibit T3.B5

Exhibit T3.B6

Exhibit T3.B7

Exhibit T3.B8

Exhibit T3.B9

Exhibit T3.C1

MAXEON SOLAR TECHNOLOGIES, LTD.,

THE GUARANTORS PARTY HERETO,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS

as Trustee

and

DB TRUSTEES (HONG KONG) LIMITED

as Collateral Trustee

and

RIZAL COMMERCIAL BANKING CORPORATION – TRUST AND INVESTMENT GROUP

as Philippine Supplemental Collateral Trustee

INDENTURE

Dated as of [●], 2024

Adjustable-Rate Convertible Second Lien Senior Secured Notes due [2028]

TABLE OF CONTENTS

		Page

Article 1. DEFINITIONS; RULES OF CONSTRUCTION		1

Section 1.01.	Definitions	1
Section 1.02.	Other Definitions	25
Section 1.03.	Rules of construction	26
Section 1.04.	Conflict with Trust Indenture Act	27

Article 2. THE NOTES		27

Section 2.01.	Form, Dating and Denominations	27
Section 2.02.	Execution, Authentication and Delivery	27
Section 2.03.	Initial Notes, Additional Notes and PIK Notes	28
Section 2.04.	Method of Payment	29
Section 2.05.	Accrual of Interest; Defaulted Amounts; When Payment Date is not a Business Day	30
Section 2.06.	Registrar, Paying Agent and Conversion Agent	32
Section 2.07.	Paying Agent and Conversion Agent to Hold Property in Trust	33
Section 2.08.	Holder Lists	33
Section 2.09.	Legends	34
Section 2.10.	Transfers and Exchanges; Certain Transfer Restrictions	35
Section 2.11.	Exchange and Cancellation of Notes to be Converted or to be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption	39
Section 2.12.	Removal of Transfer Restrictions	40
Section 2.13.	Replacement Notes	40
Section 2.14.	Registered Holders; Certain Rights with Respect to Global Notes	41
Section 2.15.	Cancellation	41
Section 2.16.	Notes Held by the Company or its Affiliates	41
Section 2.17.	Temporary Notes	41
Section 2.18.	Outstanding Notes	42
Section 2.19.	Repurchases by the Company	43
Section 2.20.	CUSIP and ISIN Numbers	43

Article 3. COVENANTS		43

Section 3.01.	Payment on Notes	43
Section 3.02.	Exchange Act Reports	44
Section 3.03.	Rule 144A Information	45
Section 3.04.	Rule 144 Information	45
Section 3.05.	Additional Amounts	45
Section 3.06.	Compliance and Default Certificates	48
Section 3.07.	Stay, Extension and Usury Laws	48
Section 3.08.	Corporate Existence	48
Section 3.09.	Acquisition of Notes by the Company and its Affiliates	49

Section 3.10.	Further Instruments and Acts	49
Section 3.11.	Future Subsidiary Guarantors	49
Section 3.12.	Limitation on Indebtedness	49
Section 3.13.	Limitation on Transactions with Affiliates	52
Section 3.14.	Accounts; Control Agreements	53
Section 3.15.	Intellectual Property	54
Section 3.16.	Environmental Compliance	55
Section 3.17.	Post-Closing Obligations	55
Section 3.18.	Additional Collateral	55

Article 4. REPURCHASE, REDEMPTION and Optional exchange		56

Section 4.01.	No Sinking Fund	56
Section 4.02.	Right of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change	56
Section 4.03.	Right of the Company to Redeem the Notes	60
Section 4.04.	Right of the Company to Exchange Notes	65
Section 4.05.	Limitations on Conversion and Optional Exchange	67

Article 5. Conversion		70

Section 5.01.	Right to Convert	70
Section 5.02.	Conversion Procedures	71
Section 5.03.	Settlement Upon Conversion	73
Section 5.04.	Reserve and Status of Ordinary Shares Issued upon Conversion	76
Section 5.05.	Adjustments to the Conversion Rate	77
Section 5.06.	Voluntary Adjustments	87
Section 5.07.	Adjustments To The Conversion Rate In Connection With A Make- Whole Event	88
Section 5.08.	Exchange In Lieu Of Conversion	89
Section 5.09.	Effect Of Ordinary Share Change Event	89
Section 5.10.	Responsibility of Trustee	91

Article 6. SUCCESSORS		92

Section 6.01.	When The Company May Merge, Etc.	92
Section 6.02.	Successor Corporation Substituted	93

Article 7. DEFAULTS AND REMEDIES		93

Section 7.01.	Events Of Default	93
Section 7.02.	Acceleration	96
Section 7.03.	Sole Remedy For A Failure To Report	97
Section 7.04.	Other Remedies	98
Section 7.05.	Waiver Of Past Defaults	98
Section 7.06.	Control By Majority	98
Section 7.07.	Limitation On Suits	98
Section 7.08.	Absolute Right Of Holders To Institute Suit For The Enforcement Of The Right To Receive Payment And Conversion Consideration	99

Section 7.09.	Collection Suit By Trustee	99
Section 7.10.	Trustee May File Proofs Of Claim	99
Section 7.11.	Payment of the Soulte	100
Section 7.12.	Sums Received by Debtors and Third-Party Security Providers	100
Section 7.13.	Priorities	101
Section 7.14.	Undertaking For Costs	101
Section 7.15.	Collateral Trustee Expense Reimbursement	102

Article 8. AMENDMENTS, SUPPLEMENTS AND WAIVERS		102

Section 8.01.	Without The Consent Of Holders	102
Section 8.02.	With The Consent Of Holders	103
Section 8.03.	With The Consent Of Supermajority Holders	105
Section 8.04.	Notice Of Amendments, Supplements And Waivers	106
Section 8.05.	Revocation, Effect And Solicitation Of Consents; Special Record Dates; Etc.	106
Section 8.06.	Notations And Exchanges	107
Section 8.07.	Trustee and Collateral Trustee To Execute Supplemental Indentures	107

Article 9. SATISFACTION AND DISCHARGE		107

Section 9.01.	Termination Of Company’s Obligations	107
Section 9.02.	Repayment To Company	108
Section 9.03.	Reinstatement	108

Article 10. TRUSTEE		108

Section 10.01.	Duties of the Trustee	108
Section 10.02.	Rights Of The Trustee	109
Section 10.03.	Individual Rights Of The Trustee	111
Section 10.04.	Trustee’s Disclaimer	111
Section 10.05.	Notice Of Defaults	111
Section 10.06.	Compensation And Indemnity	112
Section 10.07.	Replacement Of The Trustee	112
Section 10.08.	Successor Trustee By Merger, Etc.	113
Section 10.09.	Eligibility; Disqualification	114
Section 10.10.	Reports by the Trustee	114

Article 11. Collateral and Security		114

Section 11.01.	Collateral	114
Section 11.02.	Notes Security Documents	114
Section 11.03.	Authorization of Actions to Be Taken	115
Section 11.04.	Parallel Debt	118
Section 11.05.	Release of Collateral	119
Section 11.06.	Application of Proceeds of Collateral	121
Section 11.07.	Collateral Trustee	121

iii

Section 11.08.	Appointment of the Collateral Trustee for French Transaction Security Documents	123
Section 11.09.	Appointment of Supplemental Collateral Trustee	126

Article 12. GUARANTEES		127

Section 12.01.	Subsidiary Guarantees	127
Section 12.02.	Execution and Delivery	130
Section 12.03.	[Reserved]	130
Section 12.04.	Releases of Subsidiary Guarantees	130
Section 12.05.	Instrument for the Payment of Money	131
Section 12.06.	Limitation on Guarantor Liability	131
Section 12.07.	“Trustee” to Include Paying Agent	133

Article 13. MISCELLANEOUS		134

Section 13.01.	Notices	134
Section 13.02.	Delivery Of Officer’s Certificate And Opinion Of Counsel As To Conditions Precedent	137
Section 13.03.	Statements Required In Officer’s Certificate And Opinion Of Counsel	138
Section 13.04.	Rules By The Trustee, The Registrar And The Paying Agent	138
Section 13.05.	No Personal Liability Of Directors, Officers, Employees And Shareholders	139
Section 13.06.	Governing Law; Waiver Of Jury Trial	139
Section 13.07.	Submission To Jurisdiction	139
Section 13.08.	No Adverse Interpretation Of Other Agreements	139
Section 13.09.	Successors	140
Section 13.10.	Force Majeure	140
Section 13.11.	U.S.A. Patriot Act	140
Section 13.12.	Calculations	140
Section 13.13.	Severability	141
Section 13.14.	Counterparts	141
Section 13.15.	Table Of Contents, Headings, Etc.	141
Section 13.16.	Service Of Process	141
Section 13.17.	Provision Required By Trust Indenture Act to Control	142
Section 13.18.	U.S. FEDERAL INCOME TAX MATTERS	142

Article 14. Intercreditor arrangements		142

Section 14.01.	Intercreditor Agreement	142
Section 14.02.	Additional Intercreditor Agreement	142

Exhibits

Exhibit A-1: Form of Tranche A Note	A1-1

Exhibit A-2: Form of Tranche B Note	A2-1

Exhibit B-1: Form of Restricted Note Legend	B1-1

Exhibit B-2: Form of Global Note Legend	B2-1

Exhibit C: Form of Supplemental Indenture	C-1

CONVERTIBLE SECOND LIEN SENIOR SECURED NOTES INDENTURE, dated as of [●], 2024, among Maxeon Solar Technologies, Ltd. (Company Registration No: 201934268H), a company incorporated in Singapore, as issuer (the “Company”), the guarantors listed on the signature pages hereof (each, a “Guarantor” and collectively, the “Guarantors”), Deutsche Bank Trust Company Americas, a New York Banking Corporation, as trustee (the “Trustee”), DB Trustees (Hong Kong) Limited as the collateral trustee (in such capacity, and including any successor collateral trustee or additional collateral trustee, the Philippine Supplemental Collateral Trustee (as defined below) or Supplemental Collateral Trustee (as defined herein) pursuant to the applicable provisions of this Indenture, and thereafter, the “Collateral Trustee”) and Rizal Commercial Banking Corporation – Trust and Investment Group as collateral trustee with respect to the Philippine Collateral (as defined below) (in such capacity and solely with respect to the Philippine Collateral, the “Philippine Supplemental Collateral Trustee”).

Each party to this Indenture (as defined below) agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined below) of the Company’s Adjustable-Rate Convertible Second Lien Senior Secured Notes due [2028] (the “Notes”).

Article 1. DEFINITIONS; RULES OF CONSTRUCTION

Section 1.01. Definitions.

“2020 Convertible Bonds Indenture” means an indenture dated July 17, 2020 between the Company and Deutsche Bank Trust Company Americas, as trustee, in relation to $200.0 million initial aggregate principal amount of 6.50% Green Convertible Senior Notes due 2025 (the “2020 Notes”).

“Additional Notes” means additional Notes in aggregate principal amount of up to US$[16,300,000], which, for the avoidance of doubt, have the same terms and conditions of the relevant tranche of initial Tranche B Notes issued pursuant to Section 2.03(A) (including the benefit of the Subsidiary Guarantees and the Collateral) in all respects except for the issue date, issue price, the date of the first payment of interest and, to the extent not fungible with the initial Tranche B Notes for U.S. federal income tax purposes, CUSIP and ISIN numbers. For the avoidance of doubt, the Additional Notes may be issued in the form of Tranche B Notes.

“Affiliate” has the meaning set forth in Rule 144 as in effect on the Issue Date.

“Amended 2029 First Lien Notes” means $[●] million Variable-Rate First Lien Senior Secured Convertible Notes due 2029 of the Company, which is evidenced by an amendment of the Company’s $207 million 7.50% Convertible First Lien Senior Secured Notes due 2027 pursuant to the Amended 2029 First Lien Notes Indenture, and any additional notes which may be issued pursuant to and in accordance with the terms of the Amended 2029 First Lien Notes Indenture, as may be further amended and supplemented from time to time.

“Amended 2029 First Lien Notes Collateral Trustee” means DB Trustees (Hong Kong) Limited, as the collateral trustee for the Amended 2029 First Lien Notes, and/or any successor collateral trustee, additional collateral trustee, or supplemental collateral trustee appointed pursuant to the terms of the Amended 2029 First Lien Notes Indenture.

“Amended 2029 First Lien Notes Indenture” means the indenture entered into among the Company, the Guarantors named therein, Deutsche Bank Trust Company Americas, as trustee, DB Trustees (Hong Kong) Limited, as the collateral trustee, and Rizal Commercial Banking Corporation—Trust and Investment Group, as Philippine Supplemental Collateral Trustee, as amended and supplemented by a supplemental indenture dated [●], 2024, in relation to the Amended 2029 First Lien Notes, as may be further amended and supplemented from time to time.

“Amended 2029 First Lien Notes Philippine Supplemental Collateral Trustee” means Rizal Commercial Banking Corporation – Trust and Investment Group as collateral trustee with respect to the Philippine Collateral (as defined in the Amended 2029 First Lien Notes Indenture), in such capacity and solely with respect to such collateral.

“Amended 2029 First Lien Notes Trustee” means Deutsche Bank Trust Company Americas, a New York Banking Corporation, as trustee for the Amended 2029 First Lien Notes or its successors or assignees appointed pursuant to the terms of the Amended 2029 First Lien Notes Indenture.

“Appropriated Instruments Holders” means the Notes Secured Parties (or their Affiliates) in their capacity as holders of any Charged Property as a result of an Appropriation of such Charged Property.

“Appropriation” means the appropriation (or similar process) of the shares or financial securities issued by the Company or any of the Company’s Subsidiaries by the Collateral Trustee (or any receiver or delegate) which is effected (to the extent permitted and subject to any requirements under the relevant Notes Security Document and applicable law) by enforcement of the security interest created under any Notes Security Document (including, in respect of French Security Documents, pursuant to a pacte commissoire or a foreclosure (attribution judiciaire)).

“Attribution Parties” means, with respect to a holder of the Notes, collectively, the following persons and entities: (i) any direct or indirect Affiliates of the holder, (ii) any person acting or who could be deemed to be acting as a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) together with such holder or any Attribution Parties and (iii) any other persons whose beneficial ownership of the Company’s Ordinary Shares would or could be aggregated with the holder’s and/or any other Attribution Parties for purposes of Section 13(d) of the Exchange Act.

“Authorized Denomination” means, with respect to a Note, a principal amount thereof equal to $1,000 or any integral multiple of $1.00 in excess thereof.

“Average Life” means, at any date of determination with respect to any Indebtedness, the quotient obtained by dividing (1) the sum of the products of (a) the number of years from such date of determination to the dates of each successive scheduled principal payment of such Indebtedness and (b) the amount of such principal payment by (2) the sum of all such principal payments.

“Bankruptcy Law” means title 11 of the United States Code or any similar U.S. federal or state or non-U.S. law for the relief of debtors.

“Board of Directors” means the board of directors of the Company or a committee of such board duly authorized to act on behalf of such board.

“Business Day” means any day other than a Saturday, a Sunday, or any day on which banking institutions in The City of New York, Hong Kong or Singapore (or in any other place in which payments on the Notes are to be made) are authorized by law or governmental regulation to close.

“Capital Expenditures” means with respect to the Company and the Subsidiaries for any period, the aggregate amount, without duplication, of (a) all expenditures (whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized as a capital lease) that would, in accordance with U.S. GAAP, be included as additions to property, plant and equipment, (b) other capital expenditures (whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized as capital leases) that are reported in the Company’s consolidated statement of cash flows for such period and (c) other capital expenditures (whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized as capital leases, including, without limitation, any capitalized bonus payment).

“Capital Stock” of any Person means any and all shares of, interests in, rights to purchase, warrants or options for, participations in, or other equivalents of, in each case however designated, the equity of such Person, but excluding any debt securities convertible into or exchangeable for such equity.

“Change in Tax Law” means any change or amendment in the laws, rules or regulations of a Relevant Taxing Jurisdiction, or any change in an official written interpretation, administration or application of such laws, rules or regulations by any legislative body, court, governmental taxing authority or regulatory or administrative authority of such Relevant Taxing Jurisdiction (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative interpretation or determination) affecting taxation, which change or amendment (A) had not been publicly announced before; and (B) becomes effective on or after the Issue Date (or, if the Relevant Taxing Jurisdiction was not a Relevant Taxing Jurisdiction on such date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction).

“Charged Property” means all of the assets which from time to time are, or are expressed to be, the subject of any security interest created under a French Security Document.

“Close of Business” means 5:00 p.m., New York City time.

“Collateral” means, other than the Excluded Assets, all of the property and assets now owned or at any time hereafter acquired by the Company and Restricted Subsidiaries or in which the Company or any Restricted Subsidiary now has or at any time in the future may acquire any right, title or interest wherever located, upon which a Lien is granted or purported to be granted by the Company or the relevant Restricted Subsidiary as security for all or any part of the Obligations in accordance with the terms of this Indenture, the relevant Notes Security Documents and the Intercreditor Agreement.

“Collections” means (i) all cash net proceeds (including all cash net proceeds received in the form of checks, credit card slips or receipts, notes, instruments, and other items of payment) from Sales Contracts of the Company Indenture Parties (including cash net proceeds from any Receivable Financing permitted under the Priority Lien Debt Documents to the extent such Receivable Financing is entered into with respect to any Sales Contract) but not including any revenue from any Sales Contract which constitutes Receivable Financing Assets) and (ii) all net cash proceeds from dispositions permitted under the Priority Lien Debt Documents.

“Company” means the Person named as such in the first paragraph of this Indenture and, subject to Article 6, its successors and assigns.

“Company Indenture Parties” means, collectively, the Company and each Guarantor and each of them is a “Company Indenture Party”.

“Company Order” means a written request or order signed on behalf of the Company by one (1) of its Officers and delivered to the Trustee.

“Conversion Commencement Date” means [July 2, 2024].

“Conversion Date” means, with respect to a Note, the first Business Day on or after the Conversion Commencement Date on which the requirements set forth in Section 5.02(A) to convert such Note are satisfied.

“Conversion Price” means, as of any time, an amount equal to (A) one thousand dollars ($1,000) divided by (B) the Conversion Rate in effect at such time.

“Conversion Rate” means:

(a) with respect to Tranche A Notes, initially 2530.0057 Ordinary Shares per $1,000 principal amount of Notes; and

(b) with respect to Tranche B Notes, initially (A) the number of Ordinary Shares equal to (i) one thousand dollars ($1,000) divided by (ii) the Initial Pricing VWAP, or (B) upon the occurrence of Forward Purchase Adjustment Event, the number of Ordinary Shares equal to (i) one thousand dollars ($1,000) divided by (ii) the FPA VWAP, whichever is greater;

in each case of (a) and (b), provided, that the Conversion Rate is subject to adjustment pursuant to Article 5; provided, further, that whenever this Indenture refers to the Conversion Rate as of a particular date without setting forth a particular time on such date, such reference will be deemed to be to the Conversion Rate immediately after the Close of Business on such date.

“Conversion Share” means any Ordinary Share issued or issuable upon conversion of any Note.

“Daily Cash Amount” means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

“Daily Conversion Value” means, with respect to any VWAP Trading Day, one-thirtieth (1/30th) of the product of (A) the Conversion Rate on such VWAP Trading Day; and (B) the Daily VWAP per Ordinary Share on such VWAP Trading Day.

“Daily Maximum Cash Amount” means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified Dollar Amount applicable to such conversion by (B) thirty (30).

“Daily Share Amount” means, with respect to any VWAP Trading Day, the quotient obtained by dividing (A) the excess, if any, of the Daily Conversion Value for such VWAP Trading Day over the applicable Daily Maximum Cash Amount by (B) the Daily VWAP for such VWAP Trading Day. For the avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily Conversion Value does not exceed such Daily Maximum Cash Amount.

“Daily VWAP” means, for any VWAP Trading Day, the per share volume-weighted average price of the Ordinary Shares as displayed under the heading “Bloomberg VWAP” on Bloomberg page identified by “MAXN” (or such other ticker symbol for such Ordinary Shares) appended by the suffix “<EQUITY> AQR” (or, if such page is not available, its equivalent successor page) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such VWAP Trading Day (or, if such volume- weighted average price is unavailable, the market value of one Ordinary Share on such VWAP Trading Day, reasonably determined, using a volume-weighted average price method, by a nationally recognized independent investment banking firm selected by the Company. The Daily VWAP will be determined without regard to after-hours trading or any other trading outside of the regular trading session.

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

“Default Settlement Method” means [Combination Settlement] with a Specified Dollar Amount of $1,000 per $1,000 principal amount of Notes; provided, however, that subject to Section 5.03(A)(ii), the Company may, from time to time, change the Default Settlement Method by sending notice of the new Default Settlement Method to the Holders, the Trustee and the Conversion Agent.

“Depositary” means The Depository Trust Company or its successor.

“Depositary Participant” means any member of, or participant in, the Depositary.

“Depositary Procedures” means, with respect to any conversion, transfer, exchange or transaction involving a Global Note or any beneficial interest therein, the rules and procedures of the Depositary applicable to such conversion, transfer, exchange or transaction.

“DPA” means Section 721 of Title VII of the Defense Production Act of 1950.

“Enforcement Action” means any action or decision taken in connection with the exercise of remedial rights of the Holders of the Notes and the Trustee and/or Collateral Trustee, representing the interests of the Holders of the Notes (including in respect of the Collateral pursuant to the Notes Security Documents) following the occurrence and during the continuation of an Event of Default in accordance with the terms of this Indenture, the Intercreditor Agreement and/or the relevant Notes Security Documents, as the case may be.

“Environmental Law” means any applicable law in any jurisdiction in which the Company or any Restricted Subsidiary conducts its business, which relates to the pollution or protection of the environment or harm to or the protection of human health or the health of animals or plants.

“Equity Payment Conditions” means, at the time of the relevant payment to a Holder, any necessary approval of the Company’s shareholders shall have been obtained for such issuance of Ordinary Shares.

“Ex-Dividend Date” means, with respect to an issuance, dividend or distribution on the Ordinary Shares, the first date on which Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such issuance, dividend or distribution (including pursuant to due bills or similar arrangements required by the relevant stock exchange). For the avoidance of doubt, any alternative trading convention on the applicable exchange or market in respect of the Ordinary Shares under a separate ticker symbol or CUSIP number will not be considered “regular way” for this purpose.

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

“Excluded Accounts” means a deposit or securities account (i) which is used for the sole purpose of (x) making payroll and other employee wage and benefit payments and accrued and unpaid employee compensation (including salaries, wages, benefits and expense reimbursements) and/or (y) making payments to applicable government authorities or bodies, including with respect to withholding, sales and other taxes or duties and utilities, (ii) is a zero balance account, (iii) constituting a custodian, trust, fiduciary or other escrow account established for the benefit of third parties in the ordinary course of business in connection with transactions permitted hereunder, (iv) the incurrence of a Lien in favor the Collateral Trustee over which is prohibited under applicable laws, rules or regulations; (v) the creation of any Lien on which would restrict the use of funds in the ordinary course of business any time prior to the time when such Lien becomes enforceable, or have a material adverse effect on the normal operations of the relevant Company Indenture Party in its ordinary course of business; (vi) which constitutes Receivable Financing Assets; (vii) the Company’s account that is pledged to secure the Indebtedness under the SCB Agreement; (viii) which, together with other accounts (other than those identified in clauses (i) through (vii)), collectively has average daily closing balances for any fiscal quarter of less than the equivalent of $5,000,000 in the aggregate; and (ix) for as long as any Priority Lien Secured Obligations are still outstanding, which constitutes an “Excluded Account” under the Priority Lien Debt Documents.

“Excluded Assets” means:

(A) shares in SunPower Corporation Mexico, S. de R.L. de C.V. and dividends and other related rights in respect of such shares; and

(B) solely in respect to any property in the United States, the property and assets described in the definition of “Excluded Property,” as such term is defined in the [U.S. Security Agreement].

“Final Discharge Date” means the first date on which all Obligations have been fully and finally discharged in accordance with the terms of this Indenture, whether or not as the result of an enforcement, and the Notes Secured Parties (in that capacity) are under no further obligation to provide financial accommodation to the Company or any of the Guarantors under the Indenture Documents.

“First Lien Notes” means, collectively, the Amended 2029 First Lien Notes and the New 2029 First Lien Notes.

“First Lien Notes Collateral Trustees” means, collectively, the Amended 2029 First Lien Notes Collateral Trustee and the New 2029 First Lien Notes Collateral Trustee.

“First Lien Notes Indentures” means, collectively, the Amended 2029 First Lien Notes Indenture and the New 2029 First Lien Notes Indenture.

“First Lien Notes Philippine Supplemental Collateral Trustee” means, collectively, the Amended 2029 Philippine Supplemental Collateral Trustee and the New 2029 First Lien Notes Philippine Supplemental Collateral Trustee.

“First Lien Notes Trustees” means, collectively, the Amended 2029 First Lien Notes Trustee and the New 2029 First Lien Notes Trustee.

“Forward Purchase Adjustment Event” occurs, as soon as practicable after the FPA VWAP is known to the Company, if the Company has determined, in good faith, that the FPA VWAP is less than the Initial Pricing VWAP.

“Forward Purchase Agreement” means that certain forward purchase agreement to be entered into between the Company and Zhonghuan Singapore Investment and Development Pte. Ltd. (in such capacity, the “Forward Purchaser”), pursuant to which the Forward Purchaser agrees to purchase certain Ordinary Shares for an aggregate purchase price of $[100,000,000] (the “FPA Shares”), subject to the terms and conditions therein (the “Forward Purchase Investment”) . The closing of the issuance, sale and purchase of the FPA Shares pursuant to the terms and conditions of the Forward Purchase Agreement is hereinafter referred to as “Forward Purchase Closing.”

“FPA VWAP” means the average of the Daily VWAP for 10 consecutive Trading Days used in calculating the per share price that the Forward Purchaser will pay for each FPA Share at the Forward Purchase Closing, as determined pursuant to the terms and conditions of the Forward Purchase Agreement.

“French Civil Code” means the French Code civil.

“French Security Documents” means any Notes Security Document governed by the laws of France.

“Fundamental Change” means any of the following events:

(A) a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), other than the Company or its Wholly Owned Subsidiaries, or their respective employee benefit plans), files a Schedule TO (or any successor schedule, form or report) or any report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner” (as defined below) of Ordinary Shares representing more than fifty percent (50%) of the voting power of all of the Ordinary Shares; provided, however, that, for purposes of this clause (A), no person or group will be deemed to be a beneficial owner of any securities tendered pursuant to a tender offer or exchange offer made by or on behalf of such person or group until such tendered securities are accepted for purchase or exchange in such offer;

(B) the consummation of (i) any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person, other than solely to one or more of the Company’s Wholly Owned Subsidiaries; or (ii) any transaction or series of related transactions in connection with which (whether by means of merger, consolidation, share exchange, combination, reclassification, recapitalization, acquisition, liquidation or otherwise) (other than changes solely resulting from a subdivision or combination of the Ordinary Shares or solely a change in the par value or nominal value of the Ordinary Shares) all of the Ordinary Shares are exchanged for, converted into, acquired for, or constitute solely the right to receive, other securities, cash or other property; provided, however, that any transaction described in clause (B)(ii) above pursuant to which the Persons that directly or indirectly “beneficially owned” (as defined below) all classes of the Company’s common equity immediately before such transaction directly or indirectly “beneficially own,” immediately after such transaction, more than fifty percent (50%) of all classes of common equity of the surviving, continuing or acquiring company or other transferee, as applicable, or the parent thereof, in substantially the same proportions vis-à-vis each other as immediately before such transaction will be deemed not to be a Fundamental Change pursuant to this clause (B);

(D) at any time after Issue Date, the Ordinary Shares are not listed on any of The New York Stock Exchange, The NASDAQ Global Market or The NASDAQ Global Select Market (or any of their respective successors); or

(E) the Investor or any of its Affiliates become the direct or indirect “beneficial owner” of Ordinary Shares representing more than the greater of (i) eighty-five percent (85%) of the voting power of all of the Ordinary Shares, and (ii) the Relevant Investor Ownership Percentage;

provided, however, that (i) a transaction or event described in clause (A) or (B) above will not constitute a Fundamental Change if at least ninety percent (90%) of the consideration received or to be received by the holders of Ordinary Shares (excluding cash payments for fractional shares or pursuant to dissenters rights), in connection with such transaction or event, consists of ordinary shares or shares of common stock or other corporate common equity listed on any of The New York Stock Exchange, The NASDAQ Global Market or The NASDAQ Global Select Market (or any of their respective successors), or that will be so listed when issued or exchanged in connection with such transaction or event, and such transaction or event constitutes an Ordinary Share Change Event whose Reference Property consists of such consideration; or (ii) a transaction or event described in clause (A) above will not constitute a Fundamental Change ,if such a transaction or event occurs as a result of (w) the Investor’s beneficial ownership of any First Lien Notes or any of the Notes or the Ordinary Shares such First Lien Notes or Notes are convertible into, (x) the Investor’s exercise of its right to convert the any First Lien Notes or Notes beneficially owned by it pursuant to the terms of the First Lien Notes Indentures or the Indenture, (y) the receipt by the Investor of any Ordinary Shares issued by the Company in payment of interest due and payable on any First Lien Notes or the Notes pursuant to the terms of the First Lien Notes Indentures or the Indenture, as the case may be, (z) the receipt by the Investor of the FPA Shares at the Forward Purchase Closing, (aa) the receipt by the Investor of any Ordinary Shares in connection with any exercise under the Investor Warrant, and/or (bb) any other transaction entered into or action taken by the Investor pursuant to other agreements and/instruments existing on the Issue Date, through which the Investor acquires Capital Stock of the Company or options, warrants, convertible notes or other securities convertible or exercisable into Capital Stock of the Company (the events and/or transactions described in clauses (w) through (bb), collectively, the “Relevant Investor Events”).

For the purposes of this definition, any transaction or event described in both clause (A) and in clause (B) above (without regard to the proviso in clause (B)) will be deemed to occur solely pursuant to clause (B) above (subject to such proviso).

For the purpose of this Indenture, whether a Person is a “beneficial owner” and whether shares are “beneficially owned” will be determined in accordance with Rule 13d-3 under the Exchange Act.

“Fundamental Change Repurchase Date” means the date fixed for the repurchase of any Notes by the Company pursuant to a Repurchase Upon Fundamental Change.

“Fundamental Change Repurchase Notice” means a notice (including a notice substantially in the form of the “Fundamental Change Repurchase Notice” set forth in Exhibit A-1 or Exhibit A-2) containing the information, or otherwise complying with the requirements, set forth in Section 4.02(F)(i) and Section 4.02(F)(ii).

“Fundamental Change Repurchase Price” means the cash price payable by the Company to repurchase any Note upon its Repurchase Upon Fundamental Change, calculated pursuant to Section 4.02(D).

“Global Note” means a Note that is represented by a certificate substantially in the form set forth in Exhibit A-1 or Exhibit A-2, registered in the name of the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee, and deposited with the Trustee, as custodian for the Depositary.

“Global Note Legend” means a legend substantially in the form set forth in Exhibit B-2.

“Guaranteed Obligations” shall have the meaning specified in Section 12.01(A)(ii).

“Guarantors” means SunPower Corporation Limited, SunPower Energy Corporation Limited, SunPower Manufacturing Corporation Limited, Maxeon Rooster HoldCo, Ltd., Maxeon Solar Pte. Ltd., SunPower Bermuda Holdings, SunPower Technology Ltd., SunPower Philippines Manufacturing Ltd., Rooster Bermuda DRE, LLC, SunPower Systems Sàrl and any Person that hereafter provides a Guarantee hereunder pursuant to a joinder (or supplemental indenture) to this Indenture, and each of them is a “Guarantor.”

“Hedging Agreement” means any rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging agreement or agreement designed to protect a Person against fluctuations in interest rates, current exchange or commodity prices.

“Holder” means a person in whose name a Note is registered on the Registrar’s books.

“Indebtedness” means as to any Person, without duplication, whether or not contingent, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances or other financial products, (c) all obligations or liabilities of such Person to pay the deferred purchase price of assets (other than trade payables incurred in the ordinary course of business and repayable in accordance with customary trade practices), (d) all obligations of such Person owing under Hedging Agreements (which amount shall be calculated based on the amount that would be payable by such Person if the Hedging Agreement were terminated on the date of determination), (e) all obligations or liabilities of others secured by a Lien on the assets of such Person, irrespective of whether such obligation or liability is assumed; provided that the amount of such Indebtedness shall be the lesser of the (y) the fair market value of such asset at such date of determination and (z) the amount of such Indebtedness, (f) all finance leases that appear as a liability on such Person’s consolidated balance sheet (excluding the footnotes thereto), and any obligation of such Person guarantying or intended to guaranty (whether directly or indirectly) any obligation of any other Person that constitutes Indebtedness under clauses (a) through (f) above.

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation; provided that:

(A) the amount outstanding at any time of any Indebtedness issued with original issue discount is the face amount of such Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at such time as determined in conformity with the applicable accounting principles; and

(B) money borrowed and set aside at the time of the incurrence of any Indebtedness in order to prefund the payment of the interest on such Indebtedness shall not be deemed to be “Indebtedness” so long as such money is held to secure the payment of such interest.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Indenture Documents” means this Indenture, the Notes, the Intercreditor Agreement, the Notes Security Documents, the Subsidiary Guarantees, and any other instrument or agreement entered into, now or in the future, by any Company Indenture Party or any of its Subsidiaries or the Collateral Trustee and/or Trustee in connection with the Indenture.

“Initial Pricing VWAP” means the average of the Daily VWAP for 10 consecutive Trading Days starting from [●], 2024.

“Intellectual Property” means any patents, trademarks, service marks, designs, business and trade names, copyrights, database rights, design rights, inventions, confidential information, knowhow and other intellectual property rights and interests, whether registered or unregistered, and the benefit of all applications and rights to use such assets, of the Company and/or its Subsidiaries.

“Interest Make-Whole Amount” means, with respect to the conversion of any Tranche B Notes prior to the Forward Purchase Closing, at the Company’s option, for each $1,000 principal amount of the Notes being converted:

(A) an amount in cash equal to the present value as of the applicable Conversion Date of all scheduled interest payments due on $1,000 principal amount of the Notes on each Interest Payment Date through the Maturity Date (assuming (1) the then-applicable interest rate shall apply through the Maturity Date and (2) the maximum amount of PIK Interest is paid on each Interest Payment Date and interest payable for subsequent periods is payable on such PIK Interest), computed using a discount rate equal to the Treasury Rate as of such Conversion Date plus 50 basis points (the “Interest Make-Whole Cash Amount”); or

(B) a number of Ordinary Shares calculated by dividing (i) the Interest Make-Whole Cash Amount by (ii) the simple average of the Daily VWAP for the 10 consecutive Trading Days ending on, and including, the Trading Day immediately preceding such Conversion Date.

“Interest Payment Date” means, with respect to a Note, each [●] and [●] of each year, commencing on [●], 2024 (or commencing on such other date specified in the certificate representing such Note). For the avoidance of doubt, the Maturity Date is an Interest Payment Date.

“Intercreditor Agreement” means the intercreditor agreement, dated on or about the Issue Date, made between, among others, [the Company, the Guarantors,] the Trustee, the Amended 2029 First Lien Notes Trustee, the New 2029 First Lien Notes Trustee, the Collateral Trustee, the Amended 2029 First Lien Notes Collateral Trustee and the New 2029 First Lien Notes Collateral Trustee, and the other parties named therein, as amended, restated or otherwise modified or varied from time to time.

“Internal Revenue Code” means the United States Internal Revenue Code of 1986, as amended.

“Investor” means Zhonghuan Singapore Investment and Development Pte. Ltd., and/or its Affiliates.

“Investor Warrant” means a warrant of the Company, dated [●], 2024, issued to the Investor.

“Issue Date” means [●], 2024.

“Junior Lien Indebtedness” means any Indebtedness of the Company or any Restricted Subsidiary secured by a Lien on all or any portion of the Collateral that has a priority that is contractually (or otherwise) junior in priority to the Lien on such Collateral that secure the Notes.

“Last Reported Sale Price” of the Ordinary Shares for any Trading Day means the closing sale price per Ordinary Share (or, if no closing sale price is reported, the average of the last bid price and the last ask price per Ordinary Share or, if more than one in either case, the average of the average last bid prices and the average last ask prices per Ordinary Share) on such Trading Day as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Ordinary Shares are then listed. If the Ordinary Shares are not listed on a U.S. national or regional securities exchange on such Trading Day, then the Last Reported Sale Price will be the last quoted bid price per Ordinary Share on such Trading Day in the over-the- counter market as reported by OTC Markets Group Inc. or a similar organization. If the Ordinary Shares are not so quoted on such Trading Day, then the Last Reported Sale Price will be the average of the mid-point of the last bid price and the last ask price per Ordinary Share on such Trading Day from each of at least three (3) nationally recognized independent investment banking firms selected by the Company. Neither the Trustee nor the Conversion Agent will have any duty to determine the Last Reported Sale Price.

“Lien” means any statutory or other lien, security interest, mortgage, pledge, charge, hypothecation, assignment for collateral purposes, encumbrance, option, purchase right, call right, easement, right-of-way, restriction (including zoning restrictions), defect, preferential arrangement, preference, priority, exception or material irregularity in title or similar charge or encumbrance, including any agreement to give any of the foregoing, any conditional sale or other title retention agreement or any lease in the nature thereof; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Majority Holders” means, at any applicable time, Holders owning more than 50.0% of the aggregate principal amount of the Notes then outstanding.

“Make-Whole Event” means (A) a Fundamental Change (determined after giving effect to the proviso immediately after clause (D) of the definition thereof, but without regard to the proviso to clause (B)(ii) of such definition) (an event referred to in this clause (A), a “Make-Whole Fundamental Change”); or (B) the sending of a Redemption Notice pursuant to Section 4.03(G) in respect of a Provisional Redemption or a Tax Redemption; provided, however, that the sending of a Redemption Notice for a Provisional Redemption of less than all of the outstanding Notes will constitute a Make-Whole Event only with respect to the Notes called (or deemed to be called pursuant to Section 4.03(K)) for Provisional Redemption pursuant to such Redemption Notice and not with respect to any other Notes. For the avoidance of doubt, the sending of any Redemption Notice for a Tax Redemption will constitute a Make-Whole Event with respect to all outstanding Notes.

“Make-Whole Event Conversion Period” has the following meaning:

(A) in the case of a Make-Whole Event pursuant to clause (A) of the definition thereof, the period from, and including, the Make-Whole Event Effective Date of such Make-Whole Event to, and including, the thirty fifth (35th) Trading Day after such Make-Whole Event Effective Date (or, if such Make-Whole Event also constitutes a Fundamental Change, to, but excluding, the related Fundamental Change Repurchase Date); and

(B) in the case of a Make-Whole Event pursuant to clause (B) of the definition thereof, the period from, and including, the Redemption Notice Date for the related Redemption to, and including, the second (2nd) Business Day immediately before the related Redemption Date;

provided, however, that if the Conversion Date for the conversion of a Note that has been called (or deemed, pursuant to Section 4.03(K), to be called) for Redemption occurs during the Make- Whole Event Conversion Period for both a Make-Whole Fundamental Change occurring pursuant to clause (A) of the definition of “Make-Whole Event” and a Make-Whole Event resulting from such Redemption pursuant to clause (B) of such definition, then, notwithstanding anything to the contrary in Section 5.07, solely for purposes of such conversion, (x) such Conversion Date will be deemed to occur solely during the Make-Whole Event Conversion Period for the Make-Whole Event with the earlier Make-Whole Event Effective Date; and (y) the Make-Whole Event with the later Make-Whole Event Effective Date will be deemed not to have occurred.

“Make-Whole Event Effective Date” means (A) with respect to a Make-Whole Event pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Event occurs or becomes effective; and (B) with respect to a Make-Whole Event pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.

“Make-Whole Fundamental Change” has the meaning set forth in the definition of Make-Whole Event.

“Make-Whole Share Amount” means, with respect to any Make-Whole Event Effective Date, a number of Ordinary Shares calculated in accordance with clause (B) of the definition of “Interest Make-Whole Amount” on the basis that all references to applicable Conversion Date therein should be replaced by references to such Make-Whole Event Effective Date, and for the avoidance of doubt, disregarding the limitation that any calculation shall only be made with respect to any conversion of Tranche B Notes prior to the Forward Purchase Closing.

“Market Disruption Event” means, with respect to any date, the occurrence or existence, during the one-half hour period ending at the scheduled close of trading on such date on the principal U.S. national or regional securities exchange or other market on which the Ordinary Shares are listed for trading or trades, of any material suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Ordinary Shares or in any options contracts or futures contracts relating to the Ordinary Shares.

“Maturity Date” means [●], [2028].

“New 2029 First Lien Notes” means $[●] million [●]% First Lien Senior Secured Convertible Notes due 2029 issued by the Company pursuant to the New 2029 First Lien Notes Indenture, and any additional notes which may be issued pursuant to and in accordance with the terms of the New 2029 First Lien Notes Indenture, as may be further amended and supplemented from time to time.

“New 2029 First Lien Notes Collateral Trustee” means DB Trustees (Hong Kong) Limited, as the collateral trustee for the New 2029 First Lien Notes, and/or any successor collateral trustee, additional collateral trustee, and/or New 2029 First Lien Notes Philippine Supplemental Collateral Trustee, and/or any other supplemental collateral trustee appointed pursuant to the terms of New 2029 First Lien Notes Indenture.

“New 2029 First Lien Notes Indenture” means an indenture dated [[●], 2024] between the Company, the Guarantors named therein, DB Trustees (Hong Kong) Limited, as the collateral trustee, and Deutsche Bank Trust Company Americas, as trustee, in relation to the New 2029 First Lien Notes, as may be amended and supplemented from time to time.

“New 2029 First Lien Notes Philippine Supplemental Collateral Trustee” means Rizal Commercial Banking Corporation – Trust and Investment Group as collateral trustee with respect to the Philippine Collateral (as defined in the New 2029 First Lien Notes Indenture), in such capacity and solely with respect to such collateral.

“New 2029 First Lien Notes Trustee” means Deutsche Bank Trust Company Americas, a New York Banking Corporation, as trustee for New 2029 First Lien Notes or its successors or assignees appointed pursuant to the terms of New 2029 First Lien Notes Indenture.

“Non-recourse Receivable Financing” means Receivable Financing (i) under which none of the Company nor the Restricted Subsidiaries (other than pursuant to Standard Non-recourse Receivable Financing Undertakings) provides guarantee or recourse with respect to the Receivable Financing Assets, undertakes to repurchase any Receivable Financing Assets, subjects any of its properties or assets, directly or indirectly, contingently or otherwise, to the satisfaction of any obligation related to the Receivable Financing Assets or undertakes to maintain or preserve the financial condition or operating results of the entity that purchases or otherwise receives the Receivable Financing Assets and (ii) is not reflected as liability on the consolidated balance sheet of the Company.

“Note Agent” means any Registrar, Paying Agent or Conversion Agent.

“Notes” means (i) the Initial Notes, (ii) following the issuance of the Additional Notes pursuant to the terms of this Indenture, the Additional Notes, and (iii) the PIK Notes, treated as a single class. For the avoidance of doubt, Tranche A Notes and Tranche B Notes shall vote together on all matters as one class, and except as where expressly provided otherwise, shall be deemed to constitute a single class or series for all purposes under this Indenture.

“Notes Secured Parties” means, collectively, the Collateral Trustee (or any receiver and delegate appointed by the Collateral Trustee on any Notes Security Document), the Trustee and the Holders.

“Notes Security Documents” means all security and/or other collateral documents that create or purport to create a Lien in favor of the Collateral Trustee for the benefit of itself and of the Notes Secured Parties and entered into in connection with the Indenture and the Notes (including the [Post-Closing Security Documents]), as amended, restated, modified and/or supplemented in accordance with the provisions hereof.

“Notes Security Property” means:

(A) the security interest over the Collateral expressed to be granted in favour of the Collateral Trustee for the benefit of itself and of the Notes Secured Parties, which shall include Holders, the Trustee and the Collateral Trustee;

(B) all obligations expressed to be undertaken by any grantor of the security interest over the Collateral to pay amounts in respect of the Obligations to the Collateral Trustee for the benefit of itself and of the Notes Secured Parties, which shall include Holders, the Trustee and the Collateral Trustee; or

(C) any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Collateral Trustee is required by the terms of the Indenture Documents to hold as trustee on trust for the Notes Secured Parties or as agent in favour of the Notes Secured Parties.

“Obligations” means (a) obligations of the Company and the other Company Indenture Parties from time to time to pay (and otherwise arising under or in respect of the due and punctual payment of) (i) principal, interest (including interest accruing during the pendency of any insolvency proceeding, regardless of whether allowed or allowable in such proceeding) and all other obligations under the Indenture Documents (including, without limitation, any applicable premium) of the Company and the other Company Indenture Parties under this Indenture, the Notes issued hereunder and the other Indenture Documents when and as due, whether at maturity, by acceleration, upon one or more dates set for redemption or otherwise, and (ii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any insolvency proceeding, regardless of whether allowed or allowable in such proceeding), of the Company and the other Company Indenture Parties under this Indenture and the other Indenture Documents, and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Company and the other Company Indenture Parties under or pursuant to this Indenture and the other Indenture Documents.

“Observation Period” means, with respect to any Note to be converted, (A) subject to clause (B) below, if the Conversion Date for such Note occurs on or before the thirty fifth (35th) Scheduled Trading Day immediately before the Maturity Date, the thirty (30) consecutive VWAP Trading Days beginning on, and including, the third (3rd) VWAP Trading Day immediately after such Conversion Date; (B) if such Conversion Date occurs on or after the date the Company has sent a Redemption Notice calling all or any Notes for Provisional Redemption or Tax Redemption pursuant to Section 4.03(G) and before the related Redemption Date, the thirty (30) consecutive VWAP Trading Days beginning on, and including, the thirty first (31st) Scheduled Trading Day immediately before such Redemption Date; and (C) subject to clause (B) above, if such Conversion Date occurs after the thirty fifth (35th) Scheduled Trading Day immediately before the Maturity Date, the thirty (30) consecutive VWAP Trading Days beginning on, and including, the thirty first (31st) Scheduled Trading Day immediately before the Maturity Date.

“Officer” means any member of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Group Treasurer, any Treasury Director, the Controller, the Secretary or any Vice-President of the Company.

“Officer’s Certificate” means a certificate that is signed on behalf of the Company by one (1) of its Officers and that meets the requirements of Section 13.03.

“Open of Business” means 9:00 a.m., New York City time.

“Opinion of Counsel” means an opinion, from legal counsel (including an employee of, or counsel to, the Company or any of its Subsidiaries) reasonably acceptable to the Trustee, and, when applicable, the Collateral Trustee, that meets the requirements of Section 13.03, subject to customary qualifications and exclusions.

“Optional Exchange Date” means the date fixed, pursuant to Section 4.04(C), for the settlement of the exchange of any Notes by the Company pursuant to the Optional Exchange.

“Optional Exchange Notice Date” means, with respect to the Optional Exchange, the date on which the Company sends the Optional Exchange Notice for the Optional Exchange pursuant to Section 4.04(E). For the avoidance of doubt, the Optional Exchange Date shall be no more than [five (5)] Scheduled Trading Days after the Optional Exchange Notice Date.

“Optional Exchange Triggering Event” means the receipt (including the receipt, termination or expiration, as applicable, of waivers, consents, approvals, waiting periods or agreements required under the applicable laws and regulations) or waiver by the Company and the Forward Purchaser, each in its sole discretion (as the case may be), of each of the regulatory and other authorizations set forth in Schedule III – Part 1 hereof .

“Ordinary Shares” means the ordinary shares of the Company, subject to Section 5.09.

“Permitted Investment” has the meaning given to it in the First Lien Notes Indentures.

“Person” or “person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof. Any division or series of a limited liability company, limited partnership or trust will constitute a separate “person” under this Indenture.

“Philippine Collateral” means the Collateral governed by a Philippine law governed all-asset omnibus security agreement dated [October 14, 2022], as may be amended or supplemented from time to time (the “Philippine Security Document”).

“Physical Note” means a Note (other than a Global Note) that is represented by a certificate substantially in the form set forth in Exhibit A-1 or Exhibit A-2, registered in the name of the Holder of such Note and duly executed by the Company and authenticated by the Trustee.

“Post-Closing Security Documents” means the security documents and all other security and/or other collateral documents to be entered into in connection with the Indenture and the Notes listed on Schedule 1.01 and each of the other agreements, instruments or documents entered into or to be entered into in connection with such security documents that create or purport to create a Lien in favor of the Collateral Trustee, on behalf of and for the benefit of the Notes Secured Parties, which shall include, among others, the Holders, the Trustee and the Collateral Trustee.

“PP&E” means, as of any date, the total consolidated property, plant and equipment of the Company and its Subsidiaries measured in accordance with U.S. GAAP as of the last date of the most recent fiscal quarter for which consolidated financial statements of the Company (which the Company will use its reasonable best efforts to compile in a timely manner) are available (which may be internal consolidated financial statements).

“Priority Lien” means a Lien granted by the Company Indenture Parties in favor of the Priority Lien Secured Parties at any time, upon any property of any Company Indenture Party to secure Priority Lien Secured Obligations.

“Priority Lien Debt Documents” means the definitive documents in respect of the Priority Lien Secured Obligations as determined in accordance with the Intercreditor Agreement, which, for the avoidance of doubt, shall initially include the First Lien Notes Indentures.

“Priority Lien Secured Obligations” means all obligations of and all other present and future liabilities and obligations at any time due, owing or incurred by the Company Indenture Parties and by each of them to any Priority Lien Secured Party under (or in connection with) the Priority Lien Debt Documents, both actual and contingent and whether incurred solely or jointly and as principal or surety or in any other capacity (including any refinancing thereof).

“Priority Lien Secured Parties” means, collectively, the creditors of the Priority Lien Secured Obligations as determined in accordance with the Intercreditor Agreement.

“Priority Lien Security Documents” means all security and/or other collateral documents that create or purport to create a Lien in favor of the applicable First Lien Notes Collateral Trustees for the benefit of itself and of the relevant Priority Lien Secured Parties, and entered into in connection with the applicable First Lien Notes Indenture and the applicable series of First Lien Notes, as amended, restated, modified and/or supplemented in accordance with the provisions thereof.

“Rate Adjustment Date” means (A) [●], 2025, or (B) if the Forward Purchase Closing does not occur on or prior to [●], 2025, the Interest Payment Date immediately after the Forward Purchase Closing.

“Receivable Financing” means any financing transaction or series of financing transactions that have been or may be entered into by any of the Company and the Restricted Subsidiaries pursuant to which the Company or such Restricted Subsidiary, as the case may be, may sell, convey or otherwise transfer to another Person, or may grant a security interest in, any receivables, royalty, other revenue streams or interests therein (including without limitation, all security interests in goods financed thereby (including equipment and property), the proceeds of such receivables, and other assets which are customarily sold or in respect of which security interests are customarily granted in connection with securitization or factoring transactions involving such assets) for credit or liquidity management purposes (including discounting, securitization or factoring transactions) either (i) in the ordinary course of business or (ii) by way of selling securities that are, or are capable of being, listed on any stock exchange or in any securities market and are offered using an offering memorandum or similar offering document.

“Receivable Financing Assets” means assets that are underlying and are sold, conveyed or otherwise transferred or pledged in a Receivable Financing.

“Redemption” means a Provisional Redemption or a Tax Redemption.

“Redemption Date” means the date fixed, pursuant to Section 4.03(E), for the settlement of the repurchase of any Notes by the Company pursuant to a Provisional Redemption or a Tax Redemption.

“Redemption Notice Date” means, with respect to a Provisional Redemption or a Tax Redemption, the date on which the Company sends the Redemption Notice for such Redemption pursuant to Section 4.03(G).

“Redemption Price” means in the case of a Provisional Redemption or Tax Redemption, the cash price determined and payable by the Company to redeem any Note upon its Redemption, calculated pursuant to Section 4.03(F).

“Regular Record Date” has the following meaning with respect to an Interest Payment Date: (A) if such Interest Payment Date occurs on [●], the immediately preceding [●]; and (B) if such Interest Payment Date occurs on [●], the immediately preceding [●].

“Relevant Cash Interest Rate” means 4.00% per annum.

“Relevant Investor Ownership Percentage” means, at any time of determination, a percentage equal to the sum of (A) (x) the voting power of all of the Ordinary Shares beneficially owned by the Investor or any of its Affiliates at such time, after giving effect to the Relevant Investor Events, divided by (y) the voting power of all of the outstanding Ordinary Shares of the Company, after giving effect to the Relevant Investor Events and assuming the settlement of the Optional Exchange in full (without giving any effect to Section 4.05 hereof) and (B) five percent (5%).

“Relevant PIK Interest Rate” means 5.50% per annum.

“Repurchase Upon Fundamental Change” means the repurchase of any Note by the Company pursuant to Section 4.02.

“Responsible Officer” means (A) any officer within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) having direct responsibility for the administration of this Indenture; and (B) with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of, and familiarity with, the particular subject.

“Restricted Collateral Subsidiary” means, SunPower Systems Sàrl, SunPower Philippines Manufacturing Ltd., SunPower Energy Solutions France SAS, or to the extent it is not a Guarantor, SunPower Malaysia Manufacturing Sdn Bhd, or any successor thereof.

“Restricted Note Legend” means a legend substantially in the form set forth in Exhibit B-1.

“Restricted Payment” has the meaning given to it in the First Lien Notes Indentures.

“Restricted Share Legend” means, with respect to any Conversion Share, a legend substantially to the effect that the offer and sale of such Conversion Share have not been registered under the Securities Act and that such Conversion Share cannot be sold or otherwise transferred except pursuant to a transaction that is registered under the Securities Act or that is exempt from, or not subject to, the registration requirements of the Securities Act.

“Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary.

“Rule 144” means Rule 144 under the Securities Act (or any successor rule thereto), as the same may be amended from time to time.

“Rule 144A” means Rule 144A under the Securities Act (or any successor rule thereto), as the same may be amended from time to time. “Sales Contract” means contracts or agreements pursuant to which any Company Indenture Party provides services or goods to their respective customers.

“Sale/Leaseback Transaction” means an arrangement relating to property now owned or acquired after the Issue Date by the Company or any Restricted Subsidiary whereby the Company or such Restricted Subsidiary transfers such property to a Person and the Company or such Restricted Subsidiary contemporaneously lease it from such Person pursuant to a lease on reasonable market terms.

“SCB Agreement” means the revolving credit agreement dated February 15, 2018 between SunPower Malaysia Manufacturing Sdn. Bhd. and Standard Chartered Bank Malaysia Berhad, as amended or supplemented from time to time.

“Scheduled Trading Day” means any day that is scheduled to be a Trading Day on the principal U.S. national or regional securities exchange on which the Ordinary Shares are then listed or, if the Ordinary Shares are not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Ordinary Shares are then traded. If the Ordinary Shares are not so listed or traded, then “Scheduled Trading Day” means a Business Day.

“SDA” means that certain Separation and Distribution Agreement dated November 8, 2019 by and between SunPower Corporation, a Delaware corporation, and the Company, as amended, restated, modified and/or supplemented from time to time.

“SEC” means the U.S. Securities and Exchange Commission.

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

“Security” means any Note or Conversion Share.

“Secured Indebtedness” means, with respect to any Person, any Indebtedness of such Person that is secured by any Lien on any of such Person’s property or assets or any of the property or assets of its Subsidiaries, whether owned on the date hereof or thereafter acquired.

“Settlement Method” means Cash Settlement, Physical Settlement or Combination Settlement.

“Share Price” has the following meaning for any Make-Whole Event: (A) if the holders of the Ordinary Shares receive only cash in consideration for their Ordinary Shares in such Make-Whole Event and such Make-Whole Event is pursuant to clause (B) of the definition of “Fundamental Change,” then the Share Price is the amount of cash paid per Ordinary Share in such Make-Whole Event; and (B) in all other cases, the Share Price is the average of the Last Reported Sale Prices per Ordinary Share for the five consecutive Trading Days ending on, and including, the Trading Day immediately before the Make-Whole Event Effective Date of such Make-Whole Event.

“Significant Subsidiary” has the meaning set forth in Article I, Rule 1-02(w) of Regulation S-X promulgated by the SEC (or any successor rule); provided, however, that if a Subsidiary that meets the criteria of clause (3) of such rule but not clause (1) or (2) thereof, in each case as such rule is in effect on the Issue Date, then such Subsidiary will not be deemed to be a Significant Subsidiary unless such Subsidiary’s income (or loss) from continuing operations before income taxes, exclusive of amounts attributable to any non-controlling interests, for the last completed fiscal year prior to the date of determination exceeds twenty five million dollars ($25,000,000) (with such amount calculated pursuant to Rule 1-02(w) as in effect on the Issue Date). For the avoidance of doubt, a Subsidiary that satisfies the condition set forth in the proviso to the preceding sentence will not be deemed to be a “Significant Subsidiary” unless such Subsidiary also constitutes a “Significant Subsidiary” within the meaning set forth in Article I, Rule 1-02(w) of Regulation S-X promulgated by the SEC (or any successor rule).

“Soulte” means, in relation to any enforcement of any Notes Security Document occurring by way of Appropriation (including pursuant to a pacte commissoire or a foreclosure (attribution judiciaire) or any similar enforcement mechanism) or judicial foreclosure of any French Security Document, the amount by which the value of the Charged Property (as determined on the date of the relevant Appropriation by a valuation expert in accordance with the provisions of the relevant Notes Security Document) appropriated or foreclosed pursuant to that enforcement exceeds the amount of obligations secured by that security interest which is discharged as a result of that enforcement being carried out.

“Special Interest” means any interest that accrues on any Note pursuant to Section 7.03.

“Specified Dollar Amount” means, with respect to the conversion of a Note to which Combination Settlement applies, the maximum cash amount per $1,000 principal amount of such Note deliverable upon such conversion (excluding cash in lieu of any fractional Ordinary Share).

“Standard Non-recourse Receivable Financing Undertakings” means representations, warranties, undertakings, covenants and indemnities entered into by the Company or any Restricted Subsidiary which the Company or such Restricted Subsidiary has determined in good faith to be customary for a seller or servicer of assets in Non-recourse Receivable Financings.

“Stated Interest” means (1) from (and including) the Issue Date to (but excluding) the Rate Adjustment Date, 9.50% per annum, and (2) on and from the Rate Adjustment Date, 8.00% per annum.

“Stated Maturity” means, (1) with respect to any Indebtedness, the date specified in such debt security as the fixed date on which the final installment of principal of such Indebtedness is due and payable as set forth in the documentation governing such Indebtedness and (2) with respect to any scheduled installment of principal of or interest on any Indebtedness, the date specified as the fixed date on which such installment is due and payable as set forth in the documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Stock Transfer Agent” means initially Computershare Trust Company, N.A., or any other stock transfer agent engaged by the Company from time to time.

“Subsidiary” means, with respect to any Person, (A) any corporation, association or other business entity (other than a partnership or limited liability company) of which more than fifty percent (50%) of the total voting power of the Capital Stock entitled (without regard to the occurrence of any contingency, but after giving effect to any voting agreement or shareholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees, as applicable, of such corporation, association or other business entity is owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person; and (B) any partnership or limited liability company where (i) more than fifty percent (50%) of the capital accounts, distribution rights, equity and voting interests, or of the general and limited partnership interests, as applicable, of such partnership or limited liability company are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person, whether in the form of membership, general, special or limited partnership or limited liability company interests or otherwise; and (ii) such Person or any one or more of the other Subsidiaries of such Person is a controlling general partner of, or otherwise controls, such partnership or limited liability company.

“Subsidiary Guarantee” means the joint and several guarantee pursuant to Article 12 hereof by a Guarantor of its Guaranteed Obligations.

“Supermajority Holders” means, at any applicable time, Holders owning more than 66 ⅔ % of the aggregate principal amount of the Notes then outstanding.

“Swiss Federal Tax Administration” means the tax authorities referred to in article 34 of the Swiss Federal Act on Withholding Tax of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer).

“ Swiss Withholding Tax” means any taxes imposed under the Swiss Federal Act on Withholding Tax of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer).

“Tax” means any tax, duty, levy, impost, assessment or other governmental charge (including penalties and interest and other similar liabilities related thereto).

“Tax Redemption” means the Redemption of any Note pursuant to Section 4.03(C)(i).

“Total Solarization Agreement” means the Second Amended and Restated Initial Implementing Agreement, dated February 22, 2021, between the Company and TotalEnergies SE in relation to the supply of certain PV modules to TotalEnergies SE.

“Trading Day” means any day on which (A) trading in the Ordinary Shares generally occurs on the principal U.S. national or regional securities exchange on which the Ordinary Shares are then listed or, if the Ordinary Shares are not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Ordinary Shares are then traded; and (B) there is no Market Disruption Event. If the Ordinary Shares are not so listed or traded, then “Trading Day” means a Business Day.

“Tranche A Notes” means any Notes evidenced by a certificate substantially in the form set forth in Exhibit A-1, registered in the name of the Depositary or its nominee (in case of a Global Note), or the name of Holder of such Note (in case of a Physical Note), duly executed by the Company and authenticated by the Trustee, and deposited with the Trustee (in case of a Global Note), as custodian for the Depositary, such Notes being subject to the provisions set forth in Section 4.04.

“Tranche B Notes” means any Notes evidenced by a certificate substantially in the form set forth in Exhibit A-2, registered in the name of the Depositary or its nominee (in case of a Global Note), or the name of Holder of such Note (in case of a Physical Note), duly executed by the Company and authenticated by the Trustee, and deposited with the Trustee (in case of a Global Note), as custodian for the Depositary.

“Transfer-Restricted Security” means any Security that constitutes a “restricted security” (as defined in Rule 144); provided, however, that such Security will cease to be a Transfer- Restricted Security upon the earliest to occur of the following events:

(A) such Security is sold or otherwise transferred to a Person (other than the Company or an Affiliate of the Company) pursuant to a registration statement that was effective under the Securities Act at the time of such sale or transfer;

(B) such Security is sold or otherwise transferred to a Person (other than the Company or an Affiliate of the Company) pursuant to an available exemption (including Rule 144) from the registration and prospectus-delivery requirements of, or in a transaction not subject to, the Securities Act and, immediately after such sale or transfer, such Security ceases to constitute a “restricted security” (as defined in Rule 144); and

(C) such Security is eligible for resale, by a Person that is not an Affiliate of the Company and that has not been an Affiliate of the Company during the immediately preceding three (3) months, pursuant to Rule 144 without any limitations thereunder as to volume, manner of sale, availability of current public information or notice.

The Trustee is under no obligation to determine whether any Security is a Transfer- Restricted Security and may conclusively rely on an Officer’s Certificate with respect thereto.

“Treasury Rate” means, as of the applicable Conversion Date, as determined by the Company, the yield to maturity as of such Conversion Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to such Conversion Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such Conversion Date to the Maturity Date; provided, however, that if the period from such Conversion Date to the Maturity Date is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Indenture Act” means the U.S. Trust Indenture Act of 1939, as amended.

“Trustee” means the Person named as such in the first paragraph of this Indenture until a successor replaces it in accordance with the provisions of this Indenture and, thereafter, means such successor.

“U.S. GAAP” means the generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time.

“Unsecured Indebtedness” means, with respect to any Person, any Indebtedness of such Person that is not secured, in whole or in part, by a Lien.

“Unrestricted Subsidiary” means each of Maxeon Power, Inc., SunPower Energy Systems Southern Africa (Pty) Ltd, SunPower Technologies France SAS, SunPower Manufacturing de Vernejoul SAS, Maxeon Americas, Inc, any future Subsidiaries of the Company which is primarily engaged in projects and/or business which are initially primarily funded by Capital Expenditures duly approved by the Board of Directors (as designated from time to time by the Company through the delivery of written notices to the Trustee and the Holders) and their respective Subsidiaries; provided, however, that (A) prior to the Forward Purchase Closing, any Subsidiary of the Company may be designated as an “Unrestricted Subsidiary” under this Indenture only if and for so long as such Subsidiary is designated as an “Unrestricted Subsidiary” under each of the First Lien Notes Indentures (to the extent either of the First Lien Notes Indentures remains in force and effect) and any other Indebtedness of the Company and its Restricted Subsidiaries, to the extent the instrument governing such other Indebtedness provides for the designation of "Unrestricted Subsidiaries" similar to that provided for under this Indenture; or (B) on and from the Forward Purchase Closing, to the extent either of the First Lien Notes Indentures remains in force and effect, any Subsidiary of the Company may be designated as an “Unrestricted Subsidiary” under this Indenture only if and for so long as such Subsidiary is designated as an “Unrestricted Subsidiary” under such First Lien Notes Indenture.

“VWAP Market Disruption Event” means, with respect to any date, (A) the failure by the principal U.S. national or regional securities exchange on which the Ordinary Shares are then listed, or, if the Ordinary Shares are not then listed on a U.S. national or regional securities exchange, the principal other market on which the Ordinary Shares are then traded, to open for trading during its regular trading session on such date; or (B) the occurrence or existence, for more than one half hour period in the aggregate, of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Ordinary Shares or in any options contracts or futures contracts relating to the Ordinary Shares, and such suspension or limitation occurs or exists at any time before 1:00 p.m., New York City time, on such date.

“VWAP Trading Day” means a day on which (A) there is no VWAP Market Disruption Event; and (B) trading in the Ordinary Shares generally occurs on the principal U.S. national or regional securities exchange on which the Ordinary Shares are then listed or, if the Ordinary Shares are not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Ordinary Shares are then traded. If the Ordinary Shares are not so listed or traded, then “VWAP Trading Day” means a Business Day.

“Wholly Owned Subsidiary” of a Person means any Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) are owned by such Person or one or more Wholly Owned Subsidiaries of such Person.

Section 1.02. Other Definitions.

Term		Defined in Section
“Additional Amounts”		3.05(A)
“Additional Intercreditor Agreement”		14.02(A)
“Additional Shares”		5.07(A)
“Applicable Terrorism Law”		13.11
“Averaging Period”		2.05(D)(i)
“Bank Account Perfection Actions”		3.12(A)
“Business Combination Event”		6.01(B)
“Cash Settlement”		5.03(A)
“Combination Settlement”		5.03(A)
“Company Business Combination Event”		6.01(A)
“Confidential Information”		3.02(A)
“Conversion Agent”		2.06(A)
“Conversion Consideration”		5.03(B)(i)
“Default Interest”		2.05(B)
“Defaulted Amount”		2.05(B)
“Event of Default”		7.01(A)
“Excess Shares”		4.05(F)
“Exchange Cap”		4.05(F)
“Exchange Cap Limitation”		4.05(F)
“Executed Documentation”		13.01
“Expiration Date”		5.05(A)(v)
“Expiration Time”		5.05(A)(v)
“FATCA”		3.05(A)(iv)
“Freely Disposable Amount”		12.06(B)(i)
“Fundamental Change Notice”		4.02(E)
“Fundamental Change Repurchase Right”		4.02(A)
“Guarantor Business Combination Event”		6.01(B)
“holder of the Notes”		4.05(F)
“Initial Notes”		2.03(A)
“Italian Security Documents”		11.03(D)
“Maximum Percentage”		4.05(F)
“Optional Exchange”		4.04(A)
“Optional Exchange Consideration”		4.04(D)
“Ordinary Share Change Event”		5.09(A)
“Paying Agent”		2.06(A)
“Physical Settlement”		5.03(A)
“PIK Global Notes”		2.05(D)(i)
“PIK Interest”		2.05(D)(i)
“PIK Notes”		2.05(D)(i)
“PIK Physical Notes”		2.05(D)(i)
“PIK Payment”		2.05(D)(i)
“Pro Forma Outstanding Share Numbers”		4.05(F)
“Pro Forma Owned Shares”		4.05(F)
“Provisional Redemption”		4.03(B)
“Redemption Notice”		4.03(G)
“Reference Property”		5.09(A)
“Reference Property Unit”		5.09(A)

“Register”		2.06(B)
“Registrar”		2.06(A)
“Relevant Taxing Jurisdiction”		3.05(A)
“Reported Outstanding Share Number”		4.05(F)
“Reporting Event of Default”		7.03(A)
“Restricted Obligations”		12.06(B)(i)
“Specified Courts”		13.07
“Spin-Off”		5.05(A)(iii)(2)
“Spin-Off Valuation Period”		5.05(A)(iii)(2)
“Successor Corporation”		6.01(A)(i)
“Successor Guarantor”		6.01(B)(i)
“Successor Person”		5.09(A)
“Supplemental Collateral Trustee”		11.09(A)
“Swiss Guarantor”		12.06(B)(i)
“Tax Redemption Opt-Out Election”		4.03(C)(ii)
“Tax Redemption Opt-Out Election Notice”		4.03(C)(ii)(1)
“Tender/Exchange Offer Valuation Period”		5.05(A)(v)
“Transfer Taxes”		3.05(B)
“Underlying Issuer”		5.09(A)

Section 1.03. Rules of construction.

For purposes of this Indenture:

(A) “or” is not exclusive;

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

(D) the “average” of a set of numerical values refers to the arithmetic average of such numerical values;

(E) a merger involving, or a transfer of assets by, a limited liability company, limited partnership or trust will be deemed to include any division of or by, or an allocation of assets to a series of, such limited liability company, limited partnership or trust, or any unwinding of any such division or allocation;

(F) words in the singular include the plural and in the plural include the singular, unless the context requires otherwise;

(G) “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision of this Indenture, unless the context requires otherwise;

(H) references to currency mean the lawful currency of the United States of America, unless the context requires otherwise;

(I) the exhibits, schedules and other attachments to this Indenture are deemed to form part of this Indenture; and

(J) the term “interest,” when used with respect to a Note, includes any Special Interest, unless the context requires otherwise.

Section 1.04. Conflict with Trust Indenture Act.

(A) If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be part of and govern this Indenture, the Trust Indenture Act provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the Trust Indenture Act provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

Article 2. THE NOTES

Section 2.01. Form, Dating and Denominations.

The Initial Notes and the Trustee’s certificate of authentication will be substantially in the form set forth in Exhibit A-1 or Exhibit A-2, as applicable. Any Additional Notes and PIK Notes and the Trustee’s certificate of authentication will be substantially in the form set forth in Exhibit A-2. The Notes will bear the legends required by Section 2.09 and may bear notations, legends or endorsements required by law, stock exchange rule or usage or the Depositary. Each Note will be dated as of the date of its authentication.

Except to the extent otherwise provided in a Company Order delivered to the Trustee in connection with the issuance and authentication thereof, the Notes will be issued initially in the form of one or more Global Notes. Physical Notes may be exchanged for Global Notes, and Global Notes may be exchanged for Physical Notes, only as provided in Section 2.10.

The Notes will be issuable only in registered form without interest coupons and only in Authorized Denominations.

Each certificate representing a Note will bear a unique registration number that is not affixed to any other certificate representing another outstanding Note.

The terms contained in the Notes constitute part of this Indenture, and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, agree to such terms and to be bound thereby; provided, however, that, to the extent that any provision of any Note conflicts with the provisions of this Indenture, the provisions of this Indenture will control for purposes of this Indenture and such Note.

Section 2.02. Execution, Authentication and Delivery.

(A) Due Execution by the Company. At least one (1) duly authorized Officer will sign the Notes on behalf of the Company by manual, electronically or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is authenticated, the same or any other office at the Company.

(B) Authentication by the Trustee and Delivery.

(i) No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually or electronically signs the certificate of authentication of such Note.

(ii) The Trustee will cause an authorized signatory of the Trustee (or a duly appointed authenticating agent) to manually or electronically sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with Section 2.02(A); and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If such Company Order also requests the Trustee to deliver such Physical Note to any Holder, then the Trustee will promptly electronically deliver such Note in accordance with such Company Order.

(iii) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed, for purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authentication agent was validly appointed to undertake.

Section 2.03. Initial Notes, Additional Notes and PIK Notes

(A) Initial Notes. On the Issue Date, there will be originally issued (i) [●] dollars ($[●]) aggregate principal amount of Tranche A Notes and (ii) [●] dollars ($[●]) aggregate principal amount of Tranche B Notes, subject to the provisions of this Indenture (including Section 2.02). Notes issued pursuant to this Section 2.03(A), and any Notes issued in exchange therefor or in substitution thereof, are referred to in this Indenture as the “Initial Notes.”

(B) At any time and from time to time after the execution and delivery of this Indenture and in accordance with the terms of this Indenture, the Company may deliver (a) the Additional Notes executed by the Company to the Trustee for authentication, or (b) the PIK Notes executed by the Company to the Trustee for authentication, together with a written order of the Company in the form of an Officer’s Certificate for the authentication and delivery of such Additional Notes and PIK Notes, as the case may be, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Additional Notes and PIK Notes. The Additional Notes shall have the same terms and conditions of the initial Tranche B Notes issued pursuant to Section 2.03(A) (including the benefit of the Subsidiary Guarantees and the Collateral) in all respects except for the issue date, issue price and the date of the first payment of interest, and upon issuance, the Additional Notes shall be consolidated with and form a single class with the previously outstanding Notes and vote together as one class on all matters with respect to the Notes. For the avoidance of doubt, the Additional Notes may be issued only in the form of Tranche B Notes; provided that, if the Additional Notes are not fungible with the initial Tranche B Notes for U.S. federal income tax purposes, the Additional Notes will be assigned a separate CUSIP and ISIN number.

Section 2.04. Method of Payment.

(A) Global Notes. The Company will pay, or cause the Paying Agent to pay, the principal (whether due upon maturity on the Maturity Date, Redemption on a Redemption Date or repurchase on a Fundamental Change Repurchase Date or otherwise) of, cash, interest on, and any cash Conversion Consideration for, any Global Note to the Depositary by wire transfer of immediately available funds no later than the time the same is due as provided in this Indenture.

(B) Physical Notes. The Company will pay, or cause the Paying Agent to pay, the principal (whether due upon maturity on the Maturity Date, Redemption on a Redemption Date or repurchase on a Fundamental Change Repurchase Date or otherwise) of, cash, interest on, and any cash Conversion Consideration for, any Physical Note no later than the time the same is due as provided in this Indenture by wire transfer of immediately available funds to an account of the Holder, as specified by the Holder.

(C) PIK Notes. At all times prior to the Rate Adjustment Date, PIK Interest on the Notes shall be payable: (i) with respect to Notes represented by one or more Global Notes registered in the name of, or held by, the Depositary (or any successor depository) or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Notes, effective as of the applicable Interest Payment Date, by an amount equal to the amount of PIK Interest for the applicable interest period (rounded up to the nearest whole dollar) at the request of the Company to increase the principal amount of the outstanding Global Note and (ii) with respect to Physical Notes, if any, by issuing PIK Notes in certificated form, dated as of the applicable Interest Payment Date, in an aggregate principal amount equal to the amount of the PIK Interest for the applicable interest period (rounded up to the nearest whole dollar), and the Trustee will, upon receipt of a Company Order, authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders on the relevant record date, as shown by the records of the register of holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, such Global Notes will bear interest on such increased principal amount from and after the Interest Payment Date in respect of which such PIK Payment was made. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. All Notes issued pursuant to a PIK Payment will mature on the same maturity date as the Notes issued on the Issue Date and will be governed by, and subject to the terms, provisions and conditions of, the Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date.

(D) Payment of Interest in Ordinary Shares. If the Company elects to pay interest on the Notes in Ordinary Shares in accordance with the terms of this Indenture, the Company shall notify the Holders, the Trustee and the Stock Transfer Agent in writing of whether it will make such interest payment in Ordinary Shares at least three Trading Days before the relevant Interest Payment Date. If the Company chooses to make such payment in Ordinary Shares, on the applicable Interest Payment Date, the Company shall either (x) if the Stock Transfer Agent is participating in The Depository Trust Company’s Fast Automated Securities Transfer Program, credit the number of Ordinary Shares payable as an interest payment to such Holder’s or its designee’s balance account with the Depositary through its Deposit/Withdrawal at Custodian system, or (y) if the Stock Transfer Agent is not participating in The Depository Trust Company’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to each Holder, a certificate, or a statement evidencing the Ordinary Shares in book-entry format, registered in the Company’s share register in the name of such Holder or its designee for the number of Ordinary Shares to which such Holder is entitled in connection with such payment. If, after providing notice that it will pay an interest payment in Ordinary Shares, the Company becomes unable to deliver such Ordinary Shares on the relevant Interest Payment Date, the Company shall pay such interest payment in cash.

Section 2.05. Accrual of Interest; Defaulted Amounts; When Payment Date is not a Business Day.

(A) Accrual of Interest. Each Note will accrue interest at a rate per annum equal to the Stated Interest, plus any Special Interest that may accrue pursuant to Section 7.03. Stated Interest on each Note will (i) accrue from, and including, the most recent date to which Stated Interest has been paid or duly provided for (or, if no Stated Interest has theretofore been paid or duly provided for, the date set forth in the certificate representing such Note as the date from, and including, which Stated Interest will begin to accrue in such circumstance) to, but excluding, the date of payment of such Stated Interest; and (ii) be, subject to Sections 4.02(D), 4.03(F), 4.04(D) and 5.02(D) (but without duplication of any payment of interest), payable semi-annually in arrears on each Interest Payment Date, beginning on the first Interest Payment Date set forth in the certificate representing such Note, to the Holder of such Note as of the Close of Business on the immediately preceding Regular Record Date. Stated Interest, and, if applicable, Special Interest, on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.

(B) Defaulted Amounts. If the Company fails to pay any amount (a “Defaulted Amount”) payable on a Note on or before the due date therefor as provided in this Indenture, then, regardless of whether such failure constitutes an Event of Default, (i) such Defaulted Amount will forthwith cease to be payable to the Holder of such Note otherwise entitled to such payment; (ii) to the extent lawful, interest (“Default Interest”) will accrue on such Defaulted Amount at a rate per annum equal to the rate per annum at which Stated Interest accrues, from, and including, such due date to, but excluding, the date of payment of such Defaulted Amount and Default Interest; (iii) such Defaulted Amount and Default Interest will be paid on a payment date selected by the Company to the Holder of such Note as of the Close of Business on a special record date selected by the Company, provided that such special record date must be no more than fifteen (15), nor less than ten (10), calendar days before such payment date; and (iv) at least fifteen (15) calendar days before such special record date, the Company will send notice to the Trustee and the Holders that states such special record date, such payment date and the amount of such Defaulted Amount and Default Interest to be paid on such payment date.

(C) Delay of Payment when Payment Date is Not a Business Day. If the due date for a payment on a Note as provided in this Indenture is not a Business Day, then, notwithstanding anything to the contrary in this Indenture or the Notes, such payment may be made on the immediately following Business Day and no interest will accrue on such payment as a result of the related delay. Solely for purposes of the immediately preceding sentence, a day on which the applicable place of payment is authorized or required by law or executive order to close or be closed will be deemed not to be a “Business Day.”

(D) Issuance of PIK Notes; Notice of PIK Interest and Interest payable in Ordinary Shares.

(i) From (and including) the Issue Date to (but excluding) the Rate Adjustment Date, on each Interest Payment Date, (x) an amount equal to the interest payable at the Relevant Cash Interest Rate as of such Interest Payment Date will be paid solely in cash, and (y) without duplication, an amount equal to the interest payable at the Relevant PIK Interest Rate as of such Interest Payment Date may be paid, at the Company’s election, (a) in cash, (b) by (x) increasing the principal amount of the outstanding Notes or (y) if, and in the limited circumstances where, the Notes are no longer held in global form, by issuing Physical Notes (the “PIK Notes”) (rounded up to the nearest $1.00) under this Indenture, having the same terms and conditions as the Notes (“PIK Interest”) (in each case, a “PIK Payment”), (c) if the Equity Payment Conditions are met, in Ordinary Shares; or (d) a combination of the forms of payment set forth in sub-clauses (a), (b) and (c) above. The value of Ordinary Shares issued to pay any interest on Physical Notes and Global Notes, if the Company elects to make payment of such interest in Ordinary Shares, will be the simple average of the Daily VWAP for the 10 consecutive Trading Days ending on, and including, the third Trading Day immediately preceding the relevant Interest Payment Date (the “Averaging Period”) as set forth in an Officer’s Certificate and delivered to the Trustee and Paying Agent. The Company may only elect to make payment of interest in Ordinary Shares if such Ordinary Shares are not subject to restrictions on transfer under the Securities Act, whether based on an effective registration statement covering such shares or on an applicable exemption from such registration requirement for resale thereof. On and from the Rate Adjustment Date, the interest payable on an Interest Payment Date will be payable solely in cash.

(ii) PIK Interest on the Notes, if elected to be paid, will be payable (x) with respect to Notes represented by one or more global notes registered in the name of, or held by, the Depositary or its nominee on the relevant record date, by increasing the principal amount of the outstanding global Note by an amount equal to the amount of PIK Interest for the applicable interest period (rounded up to the nearest whole dollar) and (y) with respect to Notes represented by certificated notes, by issuing PIK Notes in certificated form in an aggregate principal amount equal to the amount of PIK Interest for the applicable period (rounded up to the nearest whole dollar), and the Trustee will, at the request of the Company, authenticate and deliver such PIK Notes for original issuance to the Holders on the relevant record date, as shown by the records of the register of Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, such Global Notes will bear interest on such increased principal amount from and after the date of such PIK Payment. Any PIK Notes issued in certificated form will be dated as of the applicable Interest Payment Date and will bear interest from and after such date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note. All Notes issued pursuant to a PIK Payment will mature on the Maturity Date and will be governed by, and subject to the terms, provisions and conditions of this Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date. The references to the “principal” or “principal amount” of all of the PIK Notes shall include any increase in the principal amount of the outstanding Notes as a result of any PIK Payment.

(iii) PIK Interest will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Issue Date. The calculation of PIK Interest will be made by the Company or on behalf of the Company by such Person as the Company shall designate, and such calculation and the correctness thereof shall not be a duty or obligation of the Trustee. Notwithstanding anything in this Indenture to the contrary, the payment of accrued interest (including interest that would be PIK Interest when paid) in connection with any redemption of Notes as described in Sections 4.02 or 4.03 shall be made solely in cash. PIK Interest on the Notes will be paid in denominations of $1.00 and integral multiples of $1.00 in excess thereof.

Section 2.06. Registrar, Paying Agent and Conversion Agent.

(A) Generally. The Company will maintain (i) an office or agency in the continental United States where Notes may be presented for registration of transfer or for exchange (the “Registrar”); (ii) an office or agency in the continental United States where Notes may be presented for payment (the “Paying Agent”); and (iii) an office or agency in the continental United States where Notes may be presented for conversion (the “Conversion Agent”). If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, then the Trustee will act as such. For the avoidance of doubt, the Company or any of its Subsidiaries may act as Registrar, Paying Agent or Conversion Agent.

(B) Duties of the Registrar. The Registrar will keep a record (the “Register”) of the names and addresses of the Holders, the Notes held by each Holder and the transfer, exchange, repurchase, Redemption and conversion of Notes. Absent manifest error, the entries in the Register will be conclusive and the Company and the Trustee may treat each Person whose name is recorded as a Holder in the Register as a Holder for all purposes. The Register will be in written form or in any form capable of being converted into written form reasonably promptly.

(C) Co-Agents; Company’s Right to Appoint Successor Registrars, Paying Agents and Conversion Agents. The Company may appoint one or more co-Registrars, co-Paying Agents and co-Conversion Agents, each of whom will be deemed to be a Registrar, Paying Agent or Conversion Agent, as applicable, under this Indenture. Subject to Section 2.06(A), the Company may change any Registrar, Paying Agent or Conversion Agent (including appointing itself or any of its Subsidiaries to act in such capacity) without notice to any Holder. The Company will notify the Trustee (and, upon request, any Holder) of the name and address of each Note Agent, if any, not a party to this Indenture and will enter into an appropriate agency agreement with each such Note Agent, which agreement will implement the provisions of this Indenture that relate to such Note Agent.

(D) Initial Appointments. The Company appoints the Trustee as the initial Paying Agent, the initial Registrar and the initial Conversion Agent.

Section 2.07. Paying Agent and Conversion Agent to Hold Property in Trust.

The Company will require each Paying Agent or Conversion Agent that is not the Trustee to agree in writing that such Note Agent will (A) hold in trust for the benefit of Holders or the Trustee all money and other property held by such Note Agent for payment or delivery due on the Notes; and (B) notify the Trustee of any default by the Company in making any such payment or delivery. The Company, at any time, may, and the Trustee, while any Default continues, may, require a Paying Agent or Conversion Agent to pay or deliver, as applicable, all money and other property held by it to the Trustee, after which payment or delivery, as applicable, such Note Agent (if not the Company or any of its Subsidiaries) will have no further liability for such money or property. If the Company or any of its Subsidiaries acts as Paying Agent or Conversion Agent, then (A) it will segregate and hold in a separate trust fund for the benefit of the Holders or the Trustee all money and other property held by it as Paying Agent or Conversion Agent; and (B) references in this Indenture or the Notes to the Paying Agent or Conversion Agent holding cash or other property, or to the delivery of cash or other property to the Paying Agent or Conversion Agent, in each case for payment or delivery to any Holders or the Trustee or with respect to the Notes, will be deemed to refer to cash or other property so segregated and held separately, or to the segregation and separate holding of such cash or other property, respectively. Upon the occurrence of any event pursuant to Section 7.01(A)(x) or 7.01(A)(xi) with respect to the Company (or with respect to any Subsidiary of the Company acting as Paying Agent or Conversion Agent), the Trustee will serve as the Paying Agent or Conversion Agent, as applicable, for the Notes.

Section 2.08. Holder Lists.

(A) If the Trustee is not the Registrar, the Company and any other obligor of the Notes will furnish to the Trustee, no later than seven (7) Business Days before each Interest Payment Date, and at such other times as the Trustee may request, a list, in such form and as of such date or time as the Trustee may reasonably require, of the names and addresses of the Holders.

(B) The Trustee shall preserve in as current a form as is reasonably practicable, all information as to the names and addresses of the Holders (1) contained in the most recent list furnished to it as provided in Section 2.08(A) and (2) received by it in the capacity of Paying Agent (if so acting).

(C) The Holders may communicate pursuant to Section 312(b) of the Trust Indenture Act with other Holders with respect to their rights under this Indenture or any or all series of the Notes.

(D) Each and every Holder, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to the names and addresses of the Holders in accordance with the provisions of this Section 2.08.

Section 2.09. Legends.

(A) Global Note Legend. Each Global Note will bear the Global Note Legend (or any similar legend, not inconsistent with this Indenture, required by the Depositary for such Global Note).

(B) [Reserved.]

(i) each Note that is a Transfer-Restricted Security will bear the Restricted Note Legend; and

(ii) if a Note is issued in exchange for, in substitution of, or to effect a partial conversion of, another Note (such other Note being referred to as the “old Note” for purposes of this Section 2.09(C)(ii)), including pursuant to Section 2.10(B), 2.10(C), 2.11 or 2.13, then such Note will bear the Restricted Note Legend if such old Note bore the Restricted Note Legend at the time of such exchange or substitution, or on the related Conversion Date with respect to such conversion, as applicable; provided, however, that such Note need not bear the Restricted Note Legend if such Note does not constitute a Transfer-Restricted Security immediately after such exchange or substitution, or as of such Conversion Date, as applicable.

(D) Other Legends. A Note may bear any other legend or text, not inconsistent with this Indenture, as may be required by applicable law or by any securities exchange or automated quotation system on which such Note is traded or quoted.

(E) Acknowledgment and Agreement by the Holders. A Holder’s acceptance of any Note bearing any legend required by this Section 2.09 will constitute such Holder’s acknowledgment of, and agreement to comply with, the restrictions set forth in such legend.

(F) Restricted Share Legend.

(i) Each Conversion Share will bear the Restricted Share Legend if the Note upon the conversion of which such Conversion Share was issued was (or would have been had it not been converted) a Transfer-Restricted Security at the time such Conversion Share was issued; provided, however, that such Conversion Share need not bear the Restricted Share Legend if the Company determines, in its reasonable discretion, that such Conversion Share need not bear the Restricted Share Legend.

(ii) Notwithstanding anything to the contrary in this Section 2.09(F), a Conversion Share need not bear a Restricted Share Legend if such Conversion Share is issued in an uncertificated form that does not permit affixing legends thereto, provided the Company takes measures (including the assignment thereto of a “restricted” CUSIP number) that it reasonably deems appropriate to enforce the transfer restrictions referred to in the Restricted Share Legend.

Section 2.10. Transfers and Exchanges; Certain Transfer Restrictions.

(A) Provisions Applicable to All Transfers and Exchanges.

(i) Subject to this Section 2.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time and the Registrar will record each such transfer or exchange in the Register.

(ii) Each Note issued upon transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligation of the Company, evidencing the same indebtedness, and entitled to the same benefits under this Indenture, as such old Note or portion thereof, as applicable.

(iii) The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or conversion of Notes, but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any transfer, exchange or conversion of Notes, other than exchanges pursuant to Section 2.11, 2.17 or 8.05 not involving any transfer.

(iv) Notwithstanding anything to the contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion to be so transferred or exchanged is in an Authorized Denomination.

(v) The Trustee will have no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions imposed under this Indenture or applicable law with respect to any Security, other than to require the delivery of such certificates or other documentation or evidence as expressly required by this Indenture and to examine the same to determine substantial compliance as to form with the requirements of this Indenture.

(vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09.

(vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction.

(viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such Global Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted” CUSIP number.

(B) Transfers and Exchanges of Global Notes.

(i) Subject to the immediately following sentence, no Global Note may be transferred or exchanged in whole except (x) by the Depositary to a nominee of the Depositary; (y) by a nominee of the Depositary to the Depositary or to another nominee of the Depositary; or (z) by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. No Global Note (or any portion thereof) may be transferred to, or exchanged for, a Physical Note; provided, however, that a Global Note will be exchanged, pursuant to customary procedures, for one or more Physical Notes if:

(1) (x) the Depositary notifies the Company or the Trustee that the Depositary is unwilling or unable to continue as depositary for such Global Note or (y) the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange Act and, in each case, the Company fails to appoint a successor Depositary within ninety (90) days of such notice or cessation;

(2) an Event of Default has occurred and is continuing and the Company, the Trustee or the Registrar has received a written request from the Depositary, or from a holder of a beneficial interest in such Global Note, to exchange such Global Note or beneficial interest, as applicable, for one or more Physical Notes; or

(3) the Company, in its sole discretion, permits the exchange of any beneficial interest in such Global Note for one or more Physical Notes at the request of the owner of such beneficial interest.

(ii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Global Note (or any portion thereof):

(1) the Trustee will reflect any resulting decrease of the principal amount of such Global Note by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of such Global Note (and, if such notation results in such Global Note having a principal amount of zero, the Company may (but is not required to) instruct the Trustee to cancel such Global Note pursuant to Section 2.15);

(2) if required to effect such transfer or exchange, then the Trustee will reflect any resulting increase of the principal amount of any other Global Note by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of such other Global Note;

(3) if required to effect such transfer or exchange, then the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, a new Global Note bearing each legend, if any, required by Section 2.09; and

(4) if such Global Note (or such portion thereof), or any beneficial interest therein, is to be exchanged for one or more Physical Notes, then the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount of such Global Note to be so exchanged; (y) are registered in such name(s) as the Depositary specifies (or as otherwise determined pursuant to customary procedures); and (z) bear each legend, if any, required by Section 2.09.

(iii) Each transfer or exchange of a beneficial interest in any Global Note will be made in accordance with the Depositary Procedures.

(i) Subject to this Section 2.10, a Holder of a Physical Note may (x) transfer such Physical Note (or any portion thereof in an Authorized Denomination) to one or more other Person(s); (y) exchange such Physical Note (or any portion thereof in an Authorized Denomination) for one or more other Physical Notes in Authorized Denominations having an aggregate principal amount equal to the aggregate principal amount of the Physical Note (or portion thereof) to be so exchanged; and (z) if then permitted by the Depositary Procedures, transfer such Physical Note (or any portion thereof in an Authorized Denomination) in exchange for a beneficial interest in one or more Global Notes; provided, however, that, to effect any such transfer or exchange, such Holder must:

(1) surrender such Physical Note to be transferred or exchanged to the office of the Registrar, together with any endorsements or transfer instruments reasonably required by the Company, the Trustee or the Registrar; and

(2) deliver such certificates, documentation or evidence as may be required pursuant to Section 2.10(D).

(ii) Upon the satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Physical Note (such Physical Note being referred to as the “old Physical Note” for purposes of this Section 2.10(C)(ii)) of a Holder (or any portion of such old Physical Note in an Authorized Denomination):

(1) such old Physical Note will be promptly cancelled pursuant to Section 2.15;

(2) if such old Physical Note is to be so transferred or exchanged only in part, then the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount of such old Physical Note not to be so transferred or exchanged; (y) are registered in the name of such Holder; and (z) bear each legend, if any, required by Section 2.09;

(3) in the case of a transfer:

(a) to the Depositary or a nominee thereof that will hold its interest in such old Physical Note (or such portion thereof) to be so transferred in the form of one or more Global Notes, the Trustee will reflect an increase of the principal amount of one or more existing Global Notes by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of such Global Note(s), which increase(s) are in Authorized Denominations and aggregate to the principal amount to be so transferred, and which Global Note(s) bear each legend, if any, required by Section 2.09; provided, however, that if such transfer cannot be so effected by notation on one or more existing Global Notes (whether because no Global Notes bearing each legend, if any, required by Section 2.09 then exist, because any such increase will result in any Global Note having an aggregate principal amount exceeding the maximum aggregate principal amount permitted by the Depositary or otherwise), then the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, one or more Global Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount to be so transferred; and (y) bear each legend, if any, required by Section 2.09; and

(b) to a transferee that will hold its interest in such old Physical Note (or such portion thereof) to be so transferred in the form of one or more Physical Notes, the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount to be so transferred; (y) are registered in the name of such transferee; and (z) bear each legend, if any, required by Section 2.09; and

(4) in the case of an exchange, the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount to be so exchanged; (y) are registered in the name of the Person to whom such old Physical Note was registered; and (z) bear each legend, if any, required by Section 2.09.

(D) Requirement to Deliver Documentation and Other Evidence. If a Holder of any Note that is identified by a “restricted” CUSIP number or that bears a Restricted Note Legend or is a Transfer-Restricted Security requests to:

(i) cause such Note to be identified by an “unrestricted” CUSIP number;

(ii) remove such Restricted Note Legend; or

(iii) register the transfer of such Note to the name of another Person,

then the Company, the Trustee and the Registrar may refuse to effect such identification, removal or transfer, as applicable, unless there is delivered to the Company, the Trustee and the Registrar such certificates or other documentation or evidence as the Company, the Trustee and the Registrar may reasonably require to determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other applicable securities laws.

(E) Transfers of Notes Subject to Redemption, Repurchase or Conversion. Notwithstanding anything to the contrary in this Indenture or the Notes, the Company, the Trustee and the Registrar will not be required to register the transfer of or exchange any Note that (i) has been surrendered for conversion, except to the extent that any portion of such Note is not subject to conversion; (ii) is subject to a Fundamental Change Repurchase Notice validly delivered, and not withdrawn, pursuant to Section 4.02(F), except to the extent that any portion of such Note is not subject to such notice or the Company fails to pay the applicable Fundamental Change Repurchase Price when due; or (iii) has been selected for Redemption pursuant to a Redemption Notice, except to the extent that any portion of such Note is not subject to Redemption or the Company fails to pay the applicable Redemption Price when due.

Section 2.11. Exchange and Cancellation of Notes to be Converted or to be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption.

(A) Partial Conversions of Physical Notes and Partial Repurchases of Physical Notes Pursuant to a Repurchase Upon Fundamental Change or Redemption. If only a portion of a Physical Note of a Holder is to be converted pursuant to Article 5 or repurchased pursuant to a Repurchase Upon Fundamental Change or Redemption, then, as soon as reasonably practicable after such Physical Note is surrendered for such conversion or repurchase, as applicable, the Company will cause such Physical Note to be exchanged, pursuant and subject to Section 2.10(C), for (i) one or more Physical Notes that are in Authorized Denominations and have an aggregate principal amount equal to the principal amount of such Physical Note that is not to be so converted or repurchased, as applicable, and deliver such Physical Note(s) to such Holder; and (ii) a Physical Note having a principal amount equal to the principal amount to be so converted or repurchased, as applicable, which Physical Note will be converted or repurchased, as applicable, pursuant to the terms of this Indenture; provided, however, that the Physical Note referred to in this clause (ii) need not be issued at any time after which such principal amount subject to such conversion or repurchase, as applicable, is deemed to cease to be outstanding pursuant to Section 2.18.

(B) Cancellation of Notes that Are Converted and Notes that Are Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption.

(i) Physical Notes. If a Physical Note (or any portion thereof that has not theretofore been exchanged pursuant to Section 2.11(A)) of a Holder is to be converted pursuant to Article 5 or repurchased pursuant to a Repurchase Upon Fundamental Change or Redemption, then, promptly after the later of the time such Physical Note (or such portion) is deemed to cease to be outstanding pursuant to Section 2.18 and the time such Physical Note is surrendered for such conversion or repurchase, as applicable, (1) such Physical Note will be cancelled pursuant to Section 2.15; and (2) in the case of a partial conversion or repurchase, as applicable, the Company will issue, execute and deliver to such Holder, and the Trustee will authenticate, in each case in accordance with Section 2.02, one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount of such Physical Note that is not to be so converted or repurchased, as applicable; (y) are registered in the name of such Holder; and (z) bear each legend, if any, required by Section 2.09.

(ii) Global Notes. If a Global Note (or any portion thereof) is to be converted pursuant to Article 5 or repurchased pursuant to a Repurchase Upon Fundamental Change or Redemption, then, promptly after the time such Note (or such portion) is deemed to cease to be outstanding pursuant to Section 2.18, the Trustee will reflect a decrease of the principal amount of such Global Note in an amount equal to the principal amount of such Global Note to be so converted or repurchased, as applicable, by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of such Global Note (and, if the principal amount of such Global Note is zero following such notation, cancel such Global Note pursuant to Section 2.15).

Section 2.12. Removal of Transfer Restrictions.

Without limiting the generality of any other provision of this Indenture (including Section 3.04), the Restricted Note Legend affixed to any Note will be deemed, pursuant to this Section 2.12 and the footnote to such Restricted Note Legend, to be removed therefrom upon the Company’s delivery to the Trustee of notice, signed on behalf of the Company by one (1) of its Officers, to such effect (and, for the avoidance of doubt, such notice need not be accompanied by an Officer’s Certificate or an Opinion of Counsel in order to be effective to cause such Restricted Note Legend to be deemed to be removed from such Note). If such Note bears a “restricted” CUSIP or ISIN number at the time of such delivery, then, upon such delivery, such Note will be deemed, pursuant to this Section 2.12 and the footnotes to the CUSIP and ISIN numbers set forth on the face of the certificate representing such Note, to thereafter bear the “unrestricted” CUSIP and ISIN numbers identified in such footnotes; provided, however, that if such Note is a Global Note and the Depositary thereof requires a mandatory exchange or other procedure to cause such Global Note to be identified by “unrestricted” CUSIP and ISIN numbers in the facilities of such Depositary, then (i) the Company will effect such exchange or procedure as soon as reasonably practicable; and (ii) for purposes of Section 3.04, such Global Note will not be deemed to be identified by “unrestricted” CUSIP and ISIN numbers until such time as such exchange or procedure is effected.

Section 2.13. Replacement Notes.

If a Holder of any Note claims that such Note has been mutilated, lost, destroyed or wrongfully taken, then the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, a replacement Note upon surrender to the Trustee of such mutilated Note, or upon delivery to the Trustee of evidence of such loss, destruction or wrongful taking reasonably satisfactory to the Trustee and the Company. In the case of a lost, destroyed or wrongfully taken Note, the Company and the Trustee may require the Holder thereof to provide such security or indemnity that is reasonably satisfactory to the Company and the Trustee to protect the Company and the Trustee from any loss that any of them may suffer if such Note is replaced.

Every replacement Note issued pursuant to this Section 2.13 will be an additional obligation of the Company and will be entitled to all of the benefits of this Indenture equally and ratably with all other Notes issued under this Indenture.

Section 2.14. Registered Holders; Certain Rights with Respect to Global Notes.

Only the Holder of a Note will have rights under this Indenture as the owner of such Note. Without limiting the generality of the foregoing, Depositary Participants will have no rights as such under this Indenture with respect to any Global Note held on their behalf by the Depositary or its nominee, or by the Trustee as its custodian, and the Company, the Trustee and the Note Agents, and their respective agents, may treat the Depositary as the absolute owner of such Global Note for all purposes whatsoever; provided, however, that (A) the Holder of any Global Note may grant proxies and otherwise authorize any Person, including Depositary Participants and Persons that hold interests in Notes through Depositary Participants, to take any action that such Holder is entitled to take with respect to such Global Note under this Indenture or the Notes; and (B) the Company and the Trustee, and their respective agents, may give effect to any written certification, proxy or other authorization furnished by the Depositary.

Section 2.15. Cancellation.

The Company may at any time deliver Notes to the Trustee for cancellation. The Registrar, the Paying Agent and the Conversion Agent will forward to the Trustee each Note duly surrendered to them for transfer, exchange, payment or conversion. The Trustee will promptly cancel all Notes so surrendered to it in accordance with its customary procedures. Without limiting the generality of Section 2.03(B), the Company may not originally issue new Notes to replace Notes that it has paid or that have been cancelled upon transfer, exchange, payment or conversion.

Section 2.16. Notes Held by the Company or its Affiliates.

In determining whether the holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company , by the Company’s Subsidiaries, the Investor and its Affiliates or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or its Subsidiaries shall be disregarded and deemed not to be outstanding; except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which the Trustee actually knows are so owned shall be so disregarded. Subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination.

Section 2.17. Temporary Notes.

Until definitive Notes are ready for delivery, the Company may issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, temporary Notes. Temporary Notes will be substantially in the form of definitive Notes but may have variations that the Company considers appropriate for temporary Notes. The Company will promptly prepare, issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, definitive Notes in exchange for temporary Notes. Until so exchanged, each temporary Note will in all respects be entitled to the same benefits under this Indenture as definitive Notes.

Section 2.18. Outstanding Notes.

(A) Generally. The Notes that are outstanding at any time will be deemed to be those Notes that, at such time, have been duly executed and authenticated, excluding those Notes (or portions thereof) that have theretofore been (i) cancelled by the Trustee or delivered to the Trustee for cancellation in accordance with Section 2.15; (ii) assigned a principal amount of zero by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of any a Global Note representing such Note; (iii) paid in full (including upon conversion) in accordance with this Indenture; or (iv) deemed to cease to be outstanding to the extent provided in, and subject to, clause (B), (C) or (D) of this Section 2.18. Subject to Section 2.16, the Notes do not cease to be outstanding because the Company or an Affiliate of the Company holds such Notes.

(B) Replaced Notes. If a Note is replaced pursuant to Section 2.13, then such Note will cease to be outstanding at the time of its replacement, unless the Trustee and the Company receive proof reasonably satisfactory to them that such Note is held by a “protected purchaser” under applicable law.

(C) Maturing Notes and Notes Called for Redemption or Subject to Repurchase. If, on a Redemption Date, a Fundamental Change Repurchase Date or the Maturity Date, the Paying Agent holds money sufficient to pay the aggregate Redemption Price, Fundamental Change Repurchase Price or principal amount, respectively, together, in each case, with the aggregate interest, in each case due on such date, then (unless there occurs a Default in the payment of any such amount) (i) the Notes (or portions thereof) to be redeemed or repurchased, or that mature, on such date will be deemed, as of such date, to cease to be outstanding, except to the extent provided in Section 4.02(D), 4.03(F) or 5.02(D); and (ii) the rights of the Holders of such Notes (or such portions thereof), as such, will terminate with respect to such Notes (or such portions thereof), other than the right to receive the Redemption Price, Fundamental Change Repurchase Price or principal amount, as applicable, of, and accrued and unpaid interest on, such Notes (or such portions thereof), in each case as provided in this Indenture.

(D) Notes to Be Converted. At the Close of Business on the Conversion Date for any Note (or any portion thereof) to be converted, such Note (or such portion) will (unless there occurs a Default in the delivery of the Conversion Consideration or interest due, pursuant to Section 5.03(B) or Section 5.02(D), upon such conversion) be deemed to cease to be outstanding, except to the extent provided in Section 5.02(D) or Section 5.08.

(E) Notes to Be Exchanged. At the Close of Business on the Optional Exchange Date for the Tranche A Notes to be converted, such Tranche A Notes will (unless there occurs a Default in the delivery of the Optional Exchange Consideration or interest due, pursuant to Section 5.03(B) or Section 5.02(D), upon such exchange) be deemed to cease to be outstanding, except to the extent provided in Section 5.02(D).

(F) Cessation of Accrual of Interest. Except as provided in Section 4.02(D), 4.03(F) or 5.02(D), interest will cease to accrue on each Note from, and including, the date that such Note is deemed, pursuant to this Section 2.18, to cease to be outstanding, unless there occurs a default in the payment or delivery of any cash or other property due on such Note.

Section 2.19. Repurchases by the Company.

Without limiting the generality of Section 2.15, the Company may, from time to time, repurchase Notes in open market purchases or in negotiated transactions without delivering prior notice to Holders. The Company may, to the extent permitted by applicable law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or the Company’s Subsidiaries or through a private or public tender or exchange offer or through counterparties pursuant to private agreements, including cash-settled swaps or other derivatives, in each case, without prior notice to, or consent of, the Holders. The Company may, at its option and to the extent permitted by applicable law, reissue, resell or surrender to the Trustee for cancellation any Notes that the Company may repurchase, provided that, in the case of any reissuance or resale, the Notes do not constitute “restricted securities” (as defined in Rule 144) and are fungible for U.S. federal income tax purposes with the other Notes issued under this Indenture upon such reissuance or resale, as applicable. Any Notes that the Company may repurchase will be considered “outstanding” under this Indenture (except as provided in Section 2.16) unless and until such time the Company causes them to be surrendered to the Trustee for cancellation, and, upon receipt of a written order from the Company, the Trustee will cancel all Notes so surrendered.

Section 2.20. CUSIP and ISIN Numbers.

Subject to Section 2.12, the Company may use one or more CUSIP or ISIN numbers to identify any of the Notes, and, if so, the Company and the Trustee will use such CUSIP or ISIN number(s) in notices to Holders; provided, however, that (i) the Trustee makes no representation as to the correctness or accuracy of any such CUSIP or ISIN number; and (ii) the effectiveness of any such notice will not be affected by any defect in, or omission of, any such CUSIP or ISIN number. The Company will promptly notify the Trustee, in writing, of any change in the CUSIP or ISIN number(s) identifying any Notes.

Article 3. COVENANTS

Section 3.01. Payment on Notes.

(A) Generally. The Company will pay or cause to be paid (or as applicable by increasing the principal amount of the Notes or issuing PIK Notes, or issuing Ordinary Shares) all the principal of, the Fundamental Change Repurchase Price and Redemption Price for, interest on, and other amounts due with respect to, the Notes on the dates and in the manner set forth in this Indenture.

(B) Deposit of Funds. Before 10:00 A.M., New York City time, on each Redemption Date, Fundamental Change Repurchase Date or Interest Payment Date, and on the Maturity Date or any other date on which any cash amount is due on the Notes, the Company will deposit, or will cause there to be deposited, with the Paying Agent cash, in funds immediately available on such date, sufficient to pay the cash amount due on the applicable Notes on such date. All the funds provided to the Paying Agent must be in U.S. dollars. The Paying Agent will return to the Company, as soon as practicable, any money not required for such purpose. PIK Interest shall be considered paid on the date due if on such date, the Trustee has received delivery of a Company Order on or prior to the date the payment is due of (x) any PIK Notes to be authenticated and delivered or written direction as provided in Section 2.05(D); or (y) any increased principal amount of the applicable Global Notes, in amount equal to all PIK Interest then due.

Section 3.02. Exchange Act Reports.

(A) Generally. The Company will send to the Trustee and the Collateral Trustee copies of all reports that the Company is required to file with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act within fifteen (15) calendar days after the date that the Company is required to file the same (after giving effect to all applicable grace periods under the Exchange Act); provided, however, that the Company need not send to the Trustee and the Collateral Trustee any material or information for which the Company has received, or is seeking in good faith and has not been denied, confidential treatment by the SEC or which the Company has redacted in accordance with the applicable rules and regulations of the SEC, or any correspondence with the SEC (such material or information, “Confidential Information”). Any report that the Company files with the SEC through the EDGAR system (or any successor thereto) will be deemed to be sent to the Trustee and the Collateral Trustee at the time such report is so filed via the EDGAR system (or such successor) and notice thereof has been provided to the Trustee and the Collateral Trustee. Upon the request of any Holder, the Trustee and the Collateral Trustee will provide to such Holder a copy of any report that the Company has sent the Trustee and the Collateral Trustee pursuant to this Section 3.02(A), other than a report that is deemed to be sent to the Trustee and the Collateral Trustee pursuant to the preceding sentence.

(B) Confidential Information. To the extent any Holder requests in writing from the Company any document or material which contains Confidential Information and such document or material is, in the Company’s reasonable judgment, of the type that such Holder is entitled to receive under the terms of this Indenture, the Company shall make such document or material available to such Holder; provided that such Holder shall have executed and delivered to the Company a confidentiality agreement in form and substance satisfactory to the Company, acting reasonably. The Company shall not be obligated to deliver any Confidential Information to any Holder which has not executed and delivered to the Company a confidentiality agreement in form and substance satisfactory to the Company, acting reasonably.

(C) Trustee’s Disclaimer. The Trustee and the Collateral Trustee need not determine whether the Company has filed any material via the EDGAR system (or such successor). The sending or filing of reports pursuant to Section 3.02(A) will not be deemed to constitute constructive notice to the Trustee and/or Collateral Trustee of any information contained, or determinable from information contained, therein, including the Company’s compliance with any of its covenants under this Indenture. Any such reports delivered or filed by the Company with the Trustee and Collateral Trustee shall be considered for informational purposes only and the Trustee’s and Collateral Trustee’s receipt of such reports shall not constitute notice or actual knowledge of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).

Section 3.03. Rule 144A Information.

If the Company is not subject to Section 13 or 15(d) of the Exchange Act at any time when any Notes or Ordinary Shares issuable upon conversion of the Notes are outstanding and constitute “restricted securities” (as defined in Rule 144), then the Company (or its successor) will promptly provide, to the Trustee and, upon written request, to any Holder, beneficial owner or prospective purchaser of such Notes or shares, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or shares pursuant to Rule 144A.

Section 3.04. Rule 144 Information.

The Company shall timely file any report that is required in order for the Company to satisfy the requirements set forth in Rule 144(c)(1) (after giving effect to all grace periods permitted thereunder).

Section 3.05. Additional Amounts.

(A) Requirement to Pay Additional Amounts. All payments and deliveries made by, or on behalf of, the Company or any successor to the Company under or with respect to the Notes (including payment of the principal of, or the Redemption Price or Fundamental Change Repurchase Price for, or any premium or interest (including any Special Interest) on, the delivery of any Optional Exchange Consideration due upon the Optional Exchange of, or the delivery of any Conversion Consideration due upon conversion of, any Note (together with payments of cash for any fractional share)) will be made without withholding or deduction for, or on account of, any present or future Taxes, unless such withholding or deduction is required by law or regulation or by governmental policy having the force of law. The Company or any successor to the Company and any applicable withholding agent is authorized to (a) liquidate a portion of any non-cash payment to be made under the Notes to generate sufficient funds to pay applicable withholding Taxes or (b) take such other actions as are reasonably appropriate to make the Company or any successor to the Company or any applicable withholding agent whole for any previously-paid “cashless” withholding Tax in respect of the Notes. If any Taxes imposed or levied by or on behalf of Singapore, or any other jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Company or any successor to the Company is, for tax purposes, organized or resident or doing business or through which payment or delivery is made or deemed to be made (each such jurisdiction, subdivision or authority, as applicable, a “Relevant Taxing Jurisdiction”) are required to be withheld or deducted from any payments or deliveries made under or with respect to the Notes, then, subject to Section 4.03(C)(ii), the Company or any successor to the Company, as applicable, will (i) make such withholding or deduction, (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and (iii) pay or deliver to the Holder of each Note such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner of such Note after such withholding or deduction (and after withholding or deducting any Taxes on the Additional Amounts) will equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided, however, that such obligation to pay Additional Amounts will not apply to:

(i) any Tax that would not have been imposed but for:

(1) the existence of any present or former connection between the Holder or beneficial owner of such Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the relevant holder or beneficial owner, if the relevant holder or beneficial owner (or such fiduciary, settlor, beneficiary, member or shareholder) is an estate, nominee, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (other than merely holding or being a beneficial owner of such Note or the receipt of payments or enforcement of rights thereunder), including such Holder or beneficial owner being or having been a national, domiciliary or resident, or treated as a resident, of, or being or having been physically present or engaged in a trade or business, or having had a permanent establishment, in, such Relevant Taxing Jurisdiction;

(2) in cases where presentation of such Note is required to receive such payment or delivery, the presentation of such Note after a period of thirty (30) days after the later of (x) the date on which such payment or delivery became due and payable or deliverable, as applicable, pursuant to the terms of this Indenture and (y) the date such payment or delivery was made or duly provided for, except, in each case, to the extent that such Holder or beneficial owner would have been entitled to Additional Amounts if it presented such Note for payment or delivery, as applicable, at the end of such thirty (30) day period; or

(3) the failure of such Holder or beneficial owner to comply with a timely written request from the Company or the Successor Corporation, addressed to such Holder or beneficial owner, to (x) provide certification, information, documentation or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with such Relevant Taxing Jurisdiction; or (y) make any declaration or satisfy any other reporting requirement relating to such matters, in each case if and to the extent that such Holder or beneficial owner is legally entitled and due and timely compliance with such request is required by statute, regulation or government policy of such Relevant Taxing Jurisdiction in order to reduce or eliminate such withholding or deduction;

(ii) any estate, inheritance, gift, use, sale, transfer, personal property or similar Tax or excise tax imposed on transfer of the Notes;

(iii) any Tax that is payable other than by withholding or deduction from payments or deliveries under or with respect to the Notes;

(iv) any withholding or deduction required by (x) sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Indenture (or any amended or successor version that is substantively comparable and not materially more burdensome to comply with) and any current or future U.S. Treasury regulations or rulings promulgated thereunder (“FATCA”); (y) any inter-governmental agreement between the United States and any other non-U.S. jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement; or (z) any agreement with the U.S. Internal Revenue Service pursuant to Section 1471(b)(1) of the Internal Revenue Code;

(v) any taxes imposed on or with respect to any payment by the Company to such Holder if such Holder is a fiduciary, partnership or person other than the sole beneficial owner of such payment, to the extent that such payment would be required, under the laws of such Relevant Taxing Jurisdiction, to be included for tax purposes in the income of a beneficiary or settlor with respect to such fiduciary, a partner or member of such partnership, or a beneficial owner, who would not have been entitled to such Additional Amounts had such beneficiary, settlor, partner, member or beneficial owner been the Holder thereof; or

(vi) any combination of items referred to in the preceding clauses (i) through (v), inclusive, above.

(B) Indemnification for Transfer Taxes. The Company or any successor to the Company will, jointly and severally, pay and indemnify each Holder and beneficial owner of Notes for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise, property or similar Taxes (including penalties, interest and any other reasonable expenses related thereto) (“Transfer Taxes”) levied by any Relevant Taxing Jurisdiction (and in the case of enforcement, any jurisdiction) on or in connection with the execution, delivery, registration, issuance or enforcement of any of the Notes, this Indenture or any other document or instrument referred to herein or the receipt of any payments or deliveries with respect to the Notes (including the receipt of shares (together with payment of cash for any fractional Share) or other Conversion Consideration).

(C) Special Provision Regarding Interest. For the avoidance of doubt, if any Note is called for a Tax Redemption and the Redemption Date is after a Regular Record Date and on or before the next Interest Payment Date, then the Company’s obligation to pay Additional Amounts will apply to the interest payment due on such Note on such Interest Payment Date unless such Note is subject to a Tax Redemption Opt-Out Election Notice.

(D) Tax Receipts. If the Company or any successor to the Company is required to make any deduction or withholding from any payments or deliveries with respect to the Notes, then the (i) Company or such successor to the Company will deliver to the Trustee official tax receipts (or, if, after expending reasonable efforts, the Company is unable to obtain such receipts, an Officer’s Certificate reasonably satisfactory to each Holder evidencing the payment of any applicable Taxes so deducted or withheld) evidencing the remittance to the relevant tax authorities of the amounts so withheld or deducted; and (ii) the Trustee or the Company or such successor to the Company will provide a copy of such receipts or evidence, as applicable, to any Holder or beneficial owner of any Notes upon request.

(E) Interpretation of Indenture and Notes. All references in this Indenture or the Notes to any payment on, or delivery with respect to, the Notes (including payment of the principal of, or the Redemption Price or Fundamental Change Repurchase Price for, or any premium or interest (including Special Interest) on, the delivery of any Optional Exchange Consideration due upon the Optional Exchange of, or the delivery of any Conversion Consideration due upon conversion of, any Note (together with payments of cash for any fractional share)) will, to the extent that Additional Amounts are payable in respect thereof, be deemed to include the payment of such Additional Amounts.

(F) Survival of Obligations. The obligations set forth in this Section 3.05 will survive any termination, defeasance or discharge of this Indenture and any transfer of Notes by a Holder (or, in the case of a Global Note, a holder of a beneficial interest therein).

Section 3.06. Compliance and Default Certificates.

(A) Annual Compliance Certificate. Within one hundred twenty (120) days after the earlier of (x) the end of the fiscal year of 2024 and each fiscal year of the Company thereafter, and (y) January 5 of the following year, the Company will deliver an Officer’s Certificate to the Trustee and the Collateral Trustee stating (i) that the signatory thereto has supervised a review of the activities of the Company Indenture Parties during such fiscal year with a view towards determining whether any Default or Event of Default has occurred; and (ii) whether, to such signatory’s knowledge, a Default or Event of Default has occurred or is continuing (and, if so, describing all such Defaults or Events of Default and what action any Company Indenture Party is taking or proposes to take with respect thereto).

(B) Default Certificate. If a Default or Event of Default occurs, then the Company will, within thirty (30) days after its occurrence, deliver an Officer’s Certificate to the Trustee and the Collateral Trustee describing the same and what action the Company or any Company Indenture Party is taking or proposes to take with respect thereto; provided, however, that such notice will not be required if such Default or Event of Default has been cured or waived before the date the Company is required to deliver such notice.

Section 3.07. Stay, Extension and Usury Laws.

To the extent that it may lawfully do so, each of the Company Indenture Party (A) agrees that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law (wherever or whenever enacted or in force) that may affect the covenants or the performance of this Indenture; and (B) expressly waives all benefits or advantages of any such law and agrees that it will not, by resort to any such law, hinder, delay or impede the execution of any power granted to the Trustee by this Indenture, but will suffer and permit the execution of every such power as though no such law has been enacted.

Section 3.08. Corporate Existence.

Subject to Article 6, each Company Indenture Party will cause to preserve and keep in full force and effect:

(A) its corporate existence in accordance with the organizational documents of the Company; and

(B) the material rights (charter and statutory), licenses and franchises of each Company Indenture Party and their respective Subsidiaries;

provided, however, that each Company Indenture Party need not preserve or keep in full force and effect any such license or franchise if the Board of Directors determines that (x) the preservation thereof is no longer desirable in the conduct of the business of the Company Indenture Parties, taken as a whole; and (y) the loss thereof is not, individually or in the aggregate, materially adverse to the Holders or the Collateral Trustee.

Section 3.09. Acquisition of Notes by the Company and its Affiliates.

Without limiting the generality of Section 2.18, Notes that the Company or any of its Subsidiaries have purchased or otherwise acquired will be deemed to remain outstanding (except to the extent provided in Section 2.16) until such time as such Notes are delivered to the Trustee for cancellation. The Company will use commercially reasonable efforts to prevent any of its controlled Affiliates (other than the Investor) from acquiring any Note (or any beneficial interest therein).

Section 3.10. Further Instruments and Acts.

At the Trustee’s request, each Company Indenture Party will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to more effectively carry out the purposes of this Indenture.

Section 3.11. Future Subsidiary Guarantors

The Company shall cause (A) prior to the Forward Purchase Closing, each Restricted Subsidiary that guarantees or becomes an obligor under the First Lien Notes or that guarantees any other Indebtedness of the Company or any of the Guarantors; or (B) on and from the Forward Purchase Closing, each Restricted Subsidiary that guarantees or becomes an obligor under the First Lien Notes to(i) execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit C hereto pursuant to which such Restricted Subsidiary will guarantee the Company’s Obligations under the Notes and this Indenture, (ii) execute and deliver joinders to or new Notes Security Documents and (iii) take all actions required thereunder to perfect the Liens created thereunder with respect to its assets that constitute Collateral; provided that this Section 3.11 shall not be applicable to SunPower Systems International Limited.

Section 3.12. Limitation on Indebtedness

The Company will not, and will cause the Restricted Subsidiaries not to, directly or indirectly, create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to, any Secured Indebtedness, except for the following, without duplication:

(A) Secured Indebtedness in respect of the Obligations;

(B) Secured Indebtedness existing as of the Issue Date (other than the Indebtedness described in clauses (A), (C) and (D));

(C) (i) Secured Indebtedness incurred pursuant to the Amended [2029] First Lien Notes Indenture; and (ii) Secured Indebtedness incurred pursuant to the New [2029] First Lien Notes Indenture, in each case as in effect on the Issue Date;

(D) Secured Indebtedness incurred pursuant to repayment obligations under the Total Solarization Agreement and any Secured Indebtedness of the Company or any Restricted Subsidiary issued in exchange for, or the net proceeds of which are used to refinance or refund, replace, exchange, renew, repay, redeem, defease, discharge or extend, in full or in part, such repayment obligations (plus premiums, accrued interest, fees and expenses), in an amount not to exceed the amount so refinanced or refunded;

(E) Secured Indebtedness of the Company or any Restricted Subsidiary issued in exchange for, or the net proceeds of which are used to refinance or refund, replace, exchange, renew, repay, redeem, defease, discharge or extend (collectively, “refinance,” “refinances,” “refinancing” and “refinanced” shall have a correlative meaning) (“Permitted Refinancing Secured Indebtedness”), then outstanding Secured Indebtedness (or Indebtedness repaid substantially concurrently with, but in any case before, the incurrence of such Permitted Refinancing Secured Indebtedness) incurred under Sections 3.12(A), 3.12(B), 3.12(C), 3.12(F), 3.12(G), 3.12(H), 3.12(I) and 3.12(I) and any refinancing thereof in an amount not to exceed the amount so refinanced or refunded (plus reasonable premiums, accrued interest, fees and expenses); provided that (i) Secured Indebtedness the proceeds of which are used to refinance or refund the Notes or Secured Indebtedness that is pari passu with, or subordinated in right of payment to, the Notes shall only be permitted under this Section 3.12(E) if (y) in case the Notes are refinanced in part or the Secured Indebtedness to be refinanced is pari passu with the Notes, such new Secured Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Secured Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Notes, if any, as applicable, or (z) in case the Secured Indebtedness to be refinanced is subordinated in right of payment to the Notes, such new Secured Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Secured Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent and in the same manner that the Secured Indebtedness to be refinanced is subordinated to the Notes, (ii) such new Secured Indebtedness, determined as of the date of incurrence of such new Secured Indebtedness, does not mature prior to the Stated Maturity of the Secured Indebtedness to be refinanced, and the Average Life of such new Secured Indebtedness is at least equal to the remaining Average Life of the Secured Indebtedness to be refinanced, (iii) such new Secured Indebtedness will not have additional obligors or greater (including higher ranking priority) guarantees; and provided, further, that the Liens securing such Secured Indebtedness (i) do not extend to or cover any property or assets of the Company or any Restricted Subsidiary other than the property or assets securing the Secured Indebtedness being refinanced, and (ii) do not rank higher in priority than the Liens on such property or assets securing the Secured Indebtedness being refinanced, whether by priority of such Lien or the priority of payment on enforcement of such Lien;

(F) Secured Indebtedness of the Company or any Company Indenture Party not to exceed US$[50,000,000]; provided that such Secured Indebtedness shall not constitute refinancing Indebtedness;

(G) Secured Indebtedness incurred (i) in connection with the acquisition, lease, construction, repair, replacement or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) or (ii) in respect of Sale/Leaseback Transactions of equipment and property of the Company or any Restricted Subsidiary, in an aggregate amount in the case of (i) and (ii), at any time outstanding (together with refinancing thereof) not to exceed an amount equal to [25.0]% of PP&E;

(H) Secured Indebtedness incurred by the Company or any Restricted Subsidiary with a maturity of one year or less for working capital in an aggregate principal amount at any one time outstanding (together with any refinancings thereof, including any Permitted Refinancing Indebtedness under Section 3.12(E) (which must for such purposes have a maturity of one year or less and be for working capital)) of all Secured Indebtedness incurred under this Section 3.12(H), together with the aggregate principal amount at such time outstanding of any Indebtedness incurred (i) pursuant to the SCB Agreement and (ii) pursuant to any Receivable Financing (other than Non-recourse Receivable Financing) under Section 3.12(I), not to exceed [15.0]% of Total Revenue (or the Dollar Equivalent thereof);

(I) Secured Indebtedness arising in connection with Hedging Agreements entered into in the ordinary course of business (and not for speculative purposes) (a) to hedge or mitigate risks to which the Company or any of its Subsidiaries has actual or potential exposure (other than those in respect of equity interest of the Company or any of its Subsidiaries), including to hedge or mitigate foreign currency and commodity price risks and (b) to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability of the Company or any of its Subsidiaries; provided that the Liens secured such Secured Indebtedness are encumbering customary initial deposits or margin deposits or are otherwise within the general parameters customary in the industry and incurred in the ordinary course of business;

(J) Secured Indebtedness of the Company or any Restricted Subsidiary in respect of Receivable Financing (other than Non-recourse Receivable Financing) in an aggregate principal amount any time outstanding (together with any refinancing thereof, including any Permitted Refinancing Indebtedness under Section 3.12(E)) not to exceed $15,000,000; provided that the Liens securing such Secured Indebtedness are on accounts receivables and other assets of the type specified in the definition of “Receivable Financing;”

(K) Secured Indebtedness incurred to finance Capital Expenditures duly approved by the Board of Directors; provided, that the Liens securing such Indebtedness shall not be permitted to exist on any portion of the Collateral and such Lien secures only the assets that are the subject of the Indebtedness referred to in this Section 3.12(K);

(L) Secured Indebtedness with respect to letters of credit, bank guarantee, or similar instruments posted to support (i) pension obligations that arise in the ordinary course of business; and (ii) contracts with trade creditors, contracts (other than in respect of debt for borrowed money), leases, bids, statutory obligations, customs, surety, stay, appeal and performance bonds, performance and completion guarantees and other obligations of a like nature (including those to secure health, safety and environmental obligations), in each case, incurred in the ordinary course of business or consistent with industry practice;

(M) Secured Indebtedness owed to (i) any Person providing worker’s compensation to the Company or any of its Subsidiaries incurred in connection with such Person providing such benefits pursuant to customary reimbursement or indemnification obligations to such Person and (ii) appeal or similar bonds, or bonds with respect to worker’s compensation claims; provided that the Liens securing such Indebtedness shall be incurred in the ordinary course of business and exclusive of obligations for the payment of borrowed money;

(N) any Junior Lien Indebtedness; and

(O) on and from the Forward Purchase Closing, any other Secured Indebtedness that the Company or its Restricted Subsidiary is permitted to incur pursuant to any of the Priority Lien Debt Documents.

Section 3.13. Limitation on Transactions with Affiliates

The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly (whether by merger, consolidation, amendment, recapitalization or otherwise) make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of transactions, contract, agreement, understanding, loan (including intercompany loans), advance or guarantee with, or for the benefit of, any Affiliate of the Company (other than the Company and its Subsidiaries) involving aggregate consideration in excess of $[5,000,000] (each of the foregoing, an “Affiliate Transaction”), unless (i) such Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person on an arm’s length basis, and (ii) the Company delivers to the Trustee (x) a resolution adopted by the Board of Directors, including a majority of the disinterested directors with respect to such transaction, approving such Affiliate Transaction, or (y) an opinion issued to the Board of Directors by an accounting, appraisal or investment banking firm of nationally recognized standing as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view or that the terms of such Affiliate Transaction are no less favorable to the Company or the relevant Subsidiary, taken as a whole, than those that could have been obtained in a comparable arm’s-length transaction by the Company or such Subsidiary with a Person that is not an Affiliate of the Company, except for the following transactions:

(A) [transactions with a joint venture in which one or more of the Company and any of its Restricted Subsidiaries is a participant (whether in the form of a partnership, limited liability company or other entity) for the purchase or sale of goods, equipment and services, in each case, entered into in the ordinary course of business and on an arm’s length basis;

(B) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, stock options and stock ownership plans or similar employee benefit plans approved by the Board of Directors in good faith;

(C) (i) any employment agreements entered into by the Company or any of its Subsidiaries in the ordinary course of business; (ii) any subscription agreement or similar agreement pertaining to the repurchase of Capital Stock pursuant to put/call rights or similar rights with employees, officers or directors; and (iii) any employee compensation, benefit plan or arrangement, any health, disability or similar insurance plan which covers employees, and any reasonable employment contract and transactions pursuant thereto;

(D) any Restricted Payment or any Permitted Investment permitted under the First Lien Notes Indentures;

(E) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case, in the ordinary course of business and otherwise in compliance with the terms of this Indenture that are fair to the Company and its Subsidiaries;

(F) any contribution to the capital of the Company;

(G) the existence of, or the performance by the Company or any Subsidiary of its obligations under the terms of, any agreement as in effect as of the Issue Date or any amendment thereto (so long as any such agreement together with all amendments thereto, taken as a whole, is not more disadvantageous to the holders of the Notes in any material respect than the original agreement as in effect on the Issue Date, as determined in good faith by the Company) or any transaction contemplated thereby;

(H) the transactions in connection with the incurrence of the Indebtedness pursuant to the First Lien Notes Indentures;

(I) the transactions in connection with the issuance of the Investor Warrant;

(J) the transactions in connection with the Forward Purchase Investment; and

(K) payment of reasonable and customary fees and reimbursement of expenses paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any of its Subsidiaries.]

Section 3.14. Accounts; Control Agreements.

(A) Subject to clauses (B) and (C) below, the Company Indenture Parties shall cause their respective accounts maintained, or opened at any time after the Issue Date, at any bank or financial institution (other than any Excluded Accounts) to be subject to an account control agreement or its equivalent or shall take such other actions necessary to create a Lien over any such account in favor of the Collateral Trustee for the benefit of the Notes Secured Parties pursuant to applicable law, including providing notice to the bank or financial institution with which any such account is held of the Liens granted in favor of the Collateral Trustee for the benefit of the Notes Secured Parties over such account pursuant to applicable law (collectively, the “Bank Account Perfection Actions”), and shall cause all Collections to be deposited in an account that is subject to an account control agreement or other Bank Account Perfection Actions; provided, however, that, so long as no Event of Default has occurred and is continuing, any Company Indenture Party may open new accounts at any bank or financial institution; provided that, within forty-five (45) days after opening each such account, the relevant Company Indenture Party shall have delivered to the Collateral Trustee an account control agreement with respect to such account (or taken such other Bank Account Perfection Actions) (other than any Excluded Account) (but, with respect to any such accounts opened after the Issue Date, shall not deposit or transfer funds into such account prior to taking such Bank Account Perfection Actions).

(B) (i) At any time prior to the discharge in full of Priority Lien Secured Obligations in accordance with the terms of the Priority Lien Debt Documents and the Intercreditor Agreement, with respect to any account for which an account control agreement with the applicable First Lien Notes Collateral Trustee is in effect or is subject to other Bank Account Perfection Actions by the applicable First Lien Notes Collateral Trustee (any such account, a “First Lien Notes Collateral Trustee Controlled Account”), the Company Indenture Parties shall not be required to cause such account to be subject to an account control agreement or other Bank Account Perfection Actions in favor of the Notes Secured Parties pursuant to Section 3.14(A) and (ii) with respect to any such First Lien Notes Collateral Trustee Controlled Account, upon the discharge in full of Priority Lien Secured Obligations in accordance with the terms of the Priority Lien Debt Documents and the Intercreditor Agreement or such account otherwise ceasing to be a First Lien Notes Collateral Trustee Controlled Account, to the extent the Obligations have not been discharged in full in accordance with the terms of this Indenture and the Intercreditor Agreement, the Company Indenture Parties shall promptly use commercially reasonably efforts to cause such account to be subject to an account control agreement or other Bank Account Perfection Actions as required by Section 3.14(A).

(C) Neither the deposit account control agreement or its equivalent nor any Bank Account Perfection Actions shall restrict the Company Indenture Parties’ ability to freely receive, withdraw or otherwise transfer any credit balance from time to time on such any account prior to the occurrence of an Event of Default; provided that following the occurrence of an Event of Default any Company Indenture Party that receives or otherwise has dominion over or control of any Collections, such Company Indenture Party shall hold such Collections in trust for the Collateral Trustee and shall not commingle such Collections with any other funds of any Company Indenture Party or other Person (unless otherwise instructed by the Collateral Trustee).

Section 3.15. Intellectual Property.

(A) Notwithstanding anything to the contrary contained herein, Maxeon Solar Pte. Ltd. shall hold ownership of or an exclusive license in all Intellectual Property, which are material to the conduct of the business or operation of the Company or its Subsidiaries taken as a whole and shall not be permitted to dispose of any such Intellectual Property except to the extent permitted under the Priority Lien Debt Documents.

(B) The Company Indenture Parties shall cause any Intellectual Property that is assigned to the Company or any of its Subsidiaries in accordance with the SDA to be registered in the name of Maxeon Solar Pte. Ltd. in relevant jurisdictions as soon as practicable.

(C) The Company Indenture Parties shall take or cause to be taken all commercial reasonable actions to preserve, renew, and keep in full force and effect the legal existence of all Intellectual Property, which are material to the conduct of the business or operation of the Company and its Subsidiaries taken as a whole.

Section 3.16. Environmental Compliance.

The Company and its Restricted Subsidiaries shall comply in all material respects with all Environmental Law and obtain and maintain any permits and take all reasonable steps in anticipation of known or expected future changes to or obligations under the same, except where failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Section 3.17. Post-Closing Obligations.

(A) The Company Indenture Parties shall use commercially best efforts to satisfy their respective obligations described on Schedule 3.17, in each case, within the time periods set forth therein with respect to the relevant obligations.

(B) Any Notes Security Documents entered into on or after the Issue Date shall be substantially in the form of the corresponding Priority Lien Security Document securing the Priority Lien Secured Obligations then in effect, or to the extent there is no such corresponding Priority Lien Security Document then in effect, the corresponding Priority Lien Security Document securing the Priority Lien Secured Obligations in place on the Issue Date, in each case, with such changes as are reasonably necessary to reflect the terms of the Intercreditor Agreement.

Section 3.18. Additional Collateral.

Not later than sixty (60) days (or such longer date as may be reasonably agreed by the Collateral Trustee upon receiving written instruction, advice or concurrence of the Holders of twenty five percent (25%) or more in aggregate principal amount of Notes outstanding provided in accordance with this Indenture, subject to the Collateral Trustee being indemnified and/or secured and/or pre-funded to its satisfaction, as it deems appropriate) after the acquisition or creation by any Restricted Collateral Subsidiary of any asset (including Intellectual Property but only to the extent that a second priority perfected Lien would have been required under the terms of the Notes Security Documents granted by Maxeon Solar Pte. Ltd. had such Intellectual Property been registered under the name of Maxeon Solar Pte. Ltd.), except for any asset that constitutes Excluded Assets, that is material to the business or operations of the Company and its Subsidiaries taken as a whole, which asset would not automatically be subject to the Collateral Trustee’s second priority perfected Lien pursuant to pre-existing Notes Security Documents due to restrictions under applicable laws or regulations, the applicable Restricted Collateral Subsidiary shall, to the extent practicable under applicable law cause such asset to be subject to a second priority perfected Lien (subject to the Priority Liens, any lien permitted under the Priority Lien Debt Documents, and any limitations required under the applicable law and/or, if applicable, the exclusions set forth in the relevant Notes Security Document(s)) in favor of the Collateral Trustee for the benefit of the Notes Secured Parties and take such actions as shall be necessary or reasonably requested by the Collateral Trustee to grant and perfect or record such second priority Lien, in each case to the extent practicable under the applicable law; provided that this Section 3.18 shall not apply to the extent such assets are of the type over which Liens are permitted under the Priority Lien Debt Documents; provided further that the applicable Restricted Collateral Subsidiary shall be required to cause such asset to be subject to a second priority perfected Lien (subject to the Priority Lien, any lien permitted under the Priority Lien Debt Documents, any limitations required under the applicable law, the exclusions set forth in the relevant Notes Security Document(s), if applicable, the terms of the Indenture and/or the terms of the Intercreditor Agreement) in favor of the Collateral Trustee for the benefit of the Notes Secured Parties and/or take such actions as shall be necessary or reasonably requested by the Collateral Trustee to grant and perfect or record such second priority Lien, in each case to the extent practicable under the applicable law, pursuant to this Section 3.18, only if any such asset becomes part of the collateral securing the Priority Lien Secured Obligations.

Article 4. REPURCHASE, REDEMPTION and Optional exchange

Section 4.01. No Sinking Fund.

No sinking fund is required to be provided for the Notes.

Section 4.02. Right of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change.

(A) Right of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change. Subject to the other terms of this Section 4.02, if a Fundamental Change occurs, then each Holder will have the right (the “Fundamental Change Repurchase Right”) to require the Company to repurchase such Holder’s Notes (or any portion thereof in an Authorized Denomination) on the Fundamental Change Repurchase Date for such Fundamental Change for a cash purchase price equal to the Fundamental Change Repurchase Price.

(B) Repurchase Prohibited in Certain Circumstances. If the principal amount of the Notes has been accelerated and such acceleration has not been rescinded on or before the Fundamental Change Repurchase Date for a Repurchase Upon Fundamental Change (including as a result of the payment of the related Fundamental Change Repurchase Price, and any related interest pursuant to the proviso to Section 4.02(D), on such Fundamental Change Repurchase Date), then (i) the Company may not repurchase any Notes pursuant to this Section 4.02; and (ii) the Company will cause any Notes theretofore surrendered for such Repurchase Upon Fundamental Change to be returned to the Holders thereof (or, if applicable with respect to Global Notes, cancel any instructions for book-entry transfer to the Company, the Trustee or the Paying Agent of the applicable beneficial interest in such Notes in accordance with the Depositary Procedures).

(C) Fundamental Change Repurchase Date. The Fundamental Change Repurchase Date for any Fundamental Change will be a Business Day of the Company’s choosing that is no more than thirty-five (35), nor less than twenty (20), Business Days after the date the Company sends the related Fundamental Change Notice pursuant to Section 4.02(E).

(D) Fundamental Change Repurchase Price. The Fundamental Change Repurchase Price for any Note to be repurchased upon a Repurchase Upon Fundamental Change following a Fundamental Change is an amount in cash equal to one hundred percent (100%) of the principal amount of such Note plus accrued and unpaid interest on such Note to, but excluding, the Fundamental Change Repurchase Date for such Fundamental Change; provided, however, that if such Fundamental Change Repurchase Date is after a Regular Record Date and on or before the next Interest Payment Date, then (i) the Holder of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding such Repurchase Upon Fundamental Change, to receive, on or, at the Company’s election, before such Interest Payment Date, the unpaid interest that would have accrued on such Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding through such Interest Payment Date, if such Fundamental Change Repurchase Date is before such Interest Payment Date); and (ii) the Fundamental Change Repurchase Price will not include accrued and unpaid interest on such Note to, but excluding, such Fundamental Change Repurchase Date. For the avoidance of doubt, if an Interest Payment Date is not a Business Day within the meaning of Section 2.05(C) and such Fundamental Change Repurchase Date occurs on the Business Day immediately after such Interest Payment Date, then (x) accrued and unpaid interest on Notes to, but excluding, such Interest Payment Date will be paid, in accordance with Section 2.05(C), on the next Business Day to Holders as of the Close of Business on the immediately preceding Regular Record Date; and (y) the Fundamental Change Repurchase Price will include interest on Notes to be repurchased from, and including, such Interest Payment Date.

(E) Fundamental Change Notice. On or before the twentieth (20th) calendar day after the effective date of a Fundamental Change, the Company will send to each Holder, the Trustee and the Paying Agent a notice of such Fundamental Change (a “Fundamental Change Notice”). Substantially contemporaneously, the Company will issue a press release through such national newswire service as the Company then uses (or publish the same through such other widely disseminated public medium as the Company then uses, including its website) containing the information set forth in the Fundamental Change Notice.

Such Fundamental Change Notice must state:

(i) briefly, the events causing such Fundamental Change;

(ii) the effective date of such Fundamental Change;

(iii) the procedures that a Holder must follow to require the Company to repurchase its Notes pursuant to this Section 4.02, including the deadline for exercising the Fundamental Change Repurchase Right and the procedures for submitting and withdrawing a Fundamental Change Repurchase Notice;

(iv) the Fundamental Change Repurchase Date for such Fundamental Change;

(v) the Fundamental Change Repurchase Price per $1,000 principal amount of Notes for such Fundamental Change (and, if such Fundamental Change Repurchase Date is after a Regular Record Date and on or before the next Interest Payment Date, the amount, manner and timing of the interest payment payable pursuant to the proviso to Section 4.02(D));

(vi) the name and address of the Paying Agent and the Conversion Agent;

(vii) the Conversion Rate in effect on the date of such Fundamental Change Notice and a description and quantification of any adjustments to the Conversion Rate that may result from such Fundamental Change (including pursuant to Section 5.07);

(viii) that Notes for which a Fundamental Change Repurchase Notice has been duly tendered and not duly withdrawn must be delivered to the Paying Agent for the Holder thereof to be entitled to receive the Fundamental Change Repurchase Price;

(ix) that Notes (or any portion thereof) that are subject to a Fundamental Change Repurchase Notice that has been duly tendered may be converted only if such Fundamental Change Repurchase Notice is withdrawn in accordance with this Indenture; and

(x) the CUSIP and ISIN numbers, if any, of the Notes.

Neither the failure to deliver a Fundamental Change Notice nor any defect in a Fundamental Change Notice will limit the Fundamental Change Repurchase Right of any Holder or otherwise affect the validity of any proceedings relating to any Repurchase Upon Fundamental Change.

(F) Procedures to Exercise the Fundamental Change Repurchase Right.

(i) Delivery of Fundamental Change Repurchase Notice and Notes to Be Repurchased. To exercise its Fundamental Change Repurchase Right for a Note following a Fundamental Change, the Holder thereof must deliver to the Paying Agent:

(1) before the Close of Business on the Business Day immediately before the related Fundamental Change Repurchase Date (or such later time as may be required by law), a duly completed, written Fundamental Change Repurchase Notice with respect to such Note; and

(2) such Note, duly endorsed for transfer (if such Note is a Physical Note) or by book-entry transfer (if such Note is a Global Note).

The Paying Agent will promptly deliver to the Company a copy of each Fundamental Change Repurchase Notice that it receives.

(ii) Contents of Fundamental Change Repurchase Notices. Each Fundamental Change Repurchase Notice with respect to a Note must state:

(1) if such Note is a Physical Note, the certificate number of such Note;

(2) the principal amount of such Note to be repurchased, which must be an Authorized Denomination; and

(3) that such Holder is exercising its Fundamental Change Repurchase Right with respect to such principal amount of such Note;

provided, however, that if such Note is a Global Note, then such Fundamental Change Repurchase Notice must comply with the Depositary Procedures (and any such Fundamental Change Repurchase Notice delivered in compliance with the Depositary Procedures will be deemed to satisfy the requirements of this Section 4.02(F)).

(iii) Withdrawal of Fundamental Change Repurchase Notice. A Holder that has delivered a Fundamental Change Repurchase Notice with respect to a Note may withdraw such Fundamental Change Repurchase Notice by delivering a written notice of withdrawal to the Paying Agent at any time before the Close of Business on the Business Day immediately before the related Fundamental Change Repurchase Date. Such withdrawal notice must state:

(1) if such Note is a Physical Note, the certificate number of such Note;

(2) the principal amount of such Note to be withdrawn, which must be an Authorized Denomination; and

(3) the principal amount of such Note, if any, that remains subject to such Fundamental Change Repurchase Notice, which must be an Authorized Denomination;

provided, however, that if such Note is a Global Note, then such withdrawal notice must comply with the Depositary Procedures (and any such withdrawal notice delivered in compliance with the Depositary Procedures will be deemed to satisfy the requirements of this Section 4.02(F)).

Upon receipt of any such withdrawal notice with respect to a Note (or any portion thereof), the Paying Agent will (x) promptly deliver a copy of such withdrawal notice to the Company; and (y) if such Note is surrendered to the Paying Agent, cause such Note (or such portion thereof in accordance with Section 2.11, treating such Note as having been then surrendered for partial repurchase in the amount set forth in such withdrawal notice as remaining subject to repurchase) to be returned to the Holder thereof (or, if applicable with respect to any Global Note, cancel any instructions for book-entry transfer to the Company, the Trustee or the Paying Agent of the applicable beneficial interest in such Note in accordance with the Depositary Procedures).

(G) Payment of the Fundamental Change Repurchase Price. Without limiting the Company’s obligation to deposit the Fundamental Change Repurchase Price within the time proscribed by Section 3.01(B), the Company will cause the Fundamental Change Repurchase Price for a Note (or portion thereof) to be repurchased pursuant to a Repurchase Upon Fundamental Change to be paid to the Holder thereof on or before the later of (i) the applicable Fundamental Change Repurchase Date; and (ii) the date (x) such Note is delivered to the Paying Agent (in the case of a Physical Note) or (y) the Depositary Procedures relating to the repurchase, and the delivery to the Paying Agent, of such Holder’s beneficial interest in such Note to be repurchased are complied with (in the case of a Global Note). For the avoidance of doubt, interest payable pursuant to the proviso to Section 4.02(D) on any Note to be repurchased pursuant to a Repurchase Upon Fundamental Change must be paid pursuant to such proviso regardless of whether such Note is delivered or such Depositary Procedures are complied with pursuant to the first sentence of this Section 4.02(G).

(H) Repurchase by Third Party. Notwithstanding anything to the contrary in this Section 4.02, the Company will be deemed to satisfy its obligations under this Section 4.02 if (i) one or more third parties conduct any Repurchase Upon Fundamental Change and related offer to repurchase Notes otherwise required by this Section 4.02 in a manner that would have satisfied the requirements of this Section 4.02 if conducted directly by the Company; and (ii) an owner of a beneficial interest in any Note repurchased by such third party or parties will not (after giving effect to the payment of any Additional Amounts pursuant to Section 3.05) receive a lesser amount as a result of withholding or similar taxes than such owner would have received had the Company repurchased such Note.

(I) Compliance with Applicable Securities Laws. To the extent applicable, the Company will comply with all federal and state securities laws in connection with a Repurchase Upon Fundamental Change (including complying with Rules 13e-4 and 14e-1 under the Exchange Act and filing any required Schedule TO, to the extent applicable) so as to permit effecting such Repurchase Upon Fundamental Change in the manner set forth in this Indenture; provided, however, that, to the extent that any securities laws or regulations enacted after the Issue Date conflict with the Section 4.02, the Company will comply with such securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.02 by virtue of such conflict.

(J) Repurchase in Part. Subject to the terms of this Section 4.02, Notes may be repurchased pursuant to a Repurchase Upon Fundamental Change in part, but only in Authorized Denominations. Provisions of this Section 4.02 applying to the repurchase of a Note in whole will equally apply to the repurchase of a permitted portion of a Note.

Section 4.03. Right of the Company to Redeem the Notes.

(A) No Right to Redeem Before [January 15], [2026]. The Company may not redeem the Notes at any time before [January 15], [2026], except pursuant to a Tax Redemption.

(B) Right to Redeem the Notes on or after [January 15], [2026]. Subject to the terms of this Section 4.03, the Company has the right, at its election, to redeem (a “Provisional Redemption”) all, or any portion in an Authorized Denomination, of the Notes, at any time, and from time to time, on a Redemption Date that falls:

(i) on or after [January 15], [2026] and on or before the sixtieth (60th) Scheduled Trading Day immediately before the Maturity Date, for a cash purchase price equal to the Redemption Price, but only if the Last Reported Sale Price per Ordinary Share exceeds one hundred and fifty percent (150%) of the Conversion Price on each of at least twenty (20) Trading Days (whether or not consecutive) during the thirty (30) consecutive Trading Days ending on, and including, the Trading Day immediately before the Redemption Notice Date for such Redemption.

For the avoidance of doubt, the calling of any Notes for Provisional Redemption will constitute a Make-Whole Event with respect to such Notes pursuant to clause (B) of the definition thereof.

(i) Generally. Subject to the terms of this Section 4.03, and without limiting the Company’s right to redeem any Notes pursuant to Section 4.03(B), the Company has the right, at its election, to redeem (a “Tax Redemption”) all, but not less than all, of the Notes, at any time (subject to Section 4.03(H)), on a Redemption Date before the Maturity Date, for a cash purchase price equal to the Redemption Price, but only if (i) the Company has (or, on the next Interest Payment Date, would) become obligated to pay any Additional Amounts to Holders as a result of any Change in Tax Law; (ii) the Company cannot avoid such obligation by taking reasonable measures available to the Company; and (iii) the Company delivers to the Trustee (1) an Opinion of Counsel of outside legal counsel of recognized standing in the Relevant Taxing Jurisdiction attesting to clause (i) above; and (2) an Officer’s Certificate attesting to clauses (i) and (ii) above. For the avoidance of doubt, the calling of any Notes for a Tax Redemption will constitute a Make-Whole Event pursuant to clause (B) of the definition thereof.

(ii) Tax Redemption Opt-Out Election. If the Company calls the Notes for a Tax Redemption, then, notwithstanding anything to the contrary in this Section 4.03 or in Section 3.05, each Holder will have the right to elect (a “Tax Redemption Opt-Out Election”) not to have such Holder’s Notes (or any portion thereof in an Authorized Denomination) redeemed pursuant to such Tax Redemption, in which case, from and after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price due on such Redemption Date in full, from and after such time as the Company pays such Redemption Price in full), the Company will no longer have any obligation to pay any Additional Amounts with respect to such Notes solely as a result of such Change in Tax Law, and all future payments (other than any payment or delivery of any Conversion Consideration (including payments of cash in lieu of any fractional shares)) with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction’s taxes required by law to be deducted or withheld as a result of such Change in Tax Law (it being understood and agreed, for the avoidance of doubt, that if such Holder converts such Notes at any time, then the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion).

(1) Tax Redemption Opt-Out Election Notice. To make a Tax Redemption Opt-Out Election with respect to any Note (or any portion thereof in an Authorized Denomination), the Holder of such Note must deliver a notice (a “Tax Redemption Opt-Out Election Notice”) to the Paying Agent before the Close of Business on the second (2nd) Business Day immediately before the related Redemption Date, which notice must state: (x) if such Note is a Physical Note, the certificate number of such Note; (y) the principal amount of such Note as to which the Tax Redemption Opt-Out Election will apply, which must be an Authorized Denomination; and (z) that such Holder is making a Tax Redemption Opt-Out Election with respect to such Note (or such portion thereof); provided, however, that if such Note is a Global Note, then such notice must comply with the Depositary Procedures (and any such notice delivered in compliance with the Depositary Procedures will be deemed to satisfy the requirements of this Section 4.03(C)(ii)(1)).

(2) Withdrawal of Tax Redemption Opt-Out Election Notice. A Holder that has delivered a Tax Redemption Opt-Out Election Notice with respect to any Note (or any portion thereof in an Authorized Denomination) may withdraw such Tax Redemption Opt-Out Election Notice by delivering a withdrawal notice to the Paying Agent at any time before the Close of Business on the second (2nd) Business Day immediately before the related Redemption Date, which withdrawal notice must state: (x) if such Note is a Physical Note, the certificate number of such Note; (y) the principal amount of such Note as to which the Tax Redemption Opt-Out Election is being withdrawn, which must be an Authorized Denomination; and (z) that such Holder is withdrawing the Tax Redemption Opt-Out Election with respect to such Note (or such portion thereof); provided, however, that if such Note is a Global Note, then such withdrawal notice must comply with the Depositary Procedures (and any such withdrawal notice delivered in compliance with the Depositary Procedures will be deemed to satisfy the requirements of this Section 4.03(C)(ii)(2)).

(iii) Right to Convert Not Affected. For the avoidance of doubt, a Tax Redemption will not affect any Holder’s right to convert any Notes on or after the Issue Date and the Company’s obligation to pay any Additional Amounts with respect to such conversion. For the avoidance of doubt, if a Tax Redemption Opt-Out Election Notice is not delivered (or is delivered but thereafter withdrawn) with respect to any Note as of the Close of Business on the second (2nd) Business Day immediately before the related Redemption Date, then such Note will be redeemed pursuant to the Tax Redemption without any further action.

(D) Redemption Prohibited in Certain Circumstances. If the principal amount of the Notes has been accelerated and such acceleration has not been rescinded on or before the Redemption Date (including as a result of the payment of the related Redemption Price, and any related interest pursuant to the proviso to Section 4.03(F), on such Redemption Date), then (i) the Company may not call for Provisional Redemption or Tax Redemption or otherwise redeem any Notes pursuant to this Section 4.03; and (ii) the Company will cause any Notes theretofore surrendered for such Redemption to be returned to the Holders thereof (or, if applicable with respect to Global Notes, cancel any instructions for book-entry transfer to the Company, the Trustee or the Paying Agent of the applicable beneficial interests in such Notes in accordance with the Depositary Procedures).

(E) Redemption Date. The Redemption Date for a Tax Redemption will be a Business Day of the Company’s choosing that is no more than eighty-five (85), nor less than sixty-five (65), Scheduled Trading Days after the related Redemption Notice Date for such Tax Redemption. [The Redemption Date for a Provisional Redemption will be a Business Day of the Company’s choosing that is on or before sixty (60) Scheduled Trading Days after the related Redemption Notice Date for such Provisional Redemption.]

(F) Redemption Price. The Redemption Price for any Note called for Provisional Redemption or Tax Redemption is an amount in cash equal to one hundred percent (100%) of the principal amount of such Note plus accrued and unpaid interest on such Note to, but excluding, the Redemption Date for such Redemption; provided, however, that if such Redemption Date is after a Regular Record Date and on or before the next Interest Payment Date, then (i) the Holder of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding such Redemption, to receive, on or, at the Company’s election, before such Interest Payment Date, the unpaid interest that would have accrued on such Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding through such Interest Payment Date, if such Redemption Date is before such Interest Payment Date); and (ii) the Redemption Price will not include accrued and unpaid interest on such Note to, but excluding, such Redemption Date. For the avoidance of doubt, if an Interest Payment Date is not a Business Day within the meaning of Section 2.05(C) and such Redemption Date occurs on the Business Day immediately after such Interest Payment Date, then (x) accrued and unpaid interest on Notes to, but excluding, such Interest Payment Date will be paid, in accordance with Section 2.05(C), on the next Business Day to Holders as of the Close of Business on the immediately preceding Regular Record Date; and (y) the Redemption Price will include interest on Notes to be redeemed from, and including, such Interest Payment Date. For the avoidance of doubt, Additional Amounts will be added to the Redemption Price if, and to the extent, provided for in Section 3.05.

(G) Redemption Notice. To call any Notes for Provisional Redemption or Tax Redemption, the Company must (i) send to each Holder of such Notes, the Trustee and the Paying Agent a written notice of such Provisional Redemption or Tax Redemption (a “Redemption Notice”); and (ii) substantially contemporaneously therewith, either (x) issue a press release through such national newswire service as the Company then uses; (y) publish the same through such other widely disseminated public medium as the Company then uses, including its website; or (z) file or furnish a Form 8-K or Form 6-K (or any successor form) with the SEC, in each case of clauses (x), (y) and (z), containing the information set forth in the Redemption Notice.

Such Redemption Notice must state:

(i) that such Notes have been called for Redemption, briefly describing the Company’s Redemption right under this Indenture;

(ii) the Redemption Date for such Redemption;

(iii) the Redemption Price per $1,000 principal amount of Notes for such Redemption (and, if the Redemption Date is after a Regular Record Date and on or before the next Interest Payment Date, the amount, manner and timing of the interest payment payable pursuant to the proviso to Section 4.03(F));

(iv) the name and address of the Paying Agent and the Conversion Agent;

(v) that Notes called for Redemption may be converted at any time before the Close of Business on the Business Day immediately before the Redemption Date (or, if the Company fails to pay the Redemption Price due on such Redemption Date in full, at any time until such time as the Company pays such Redemption Price in full);

(vi) the Conversion Rate in effect on the Redemption Notice Date for such Redemption and a description and quantification of any adjustments to the Conversion Rate that may result from such Redemption (including pursuant to Section 5.07);

(vii) the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after such Redemption Notice Date and on or before the second (2nd) Business Day before such Redemption Date; and

(viii) the CUSIP and ISIN numbers, if any, of the Notes.

On or before the Redemption Notice Date, the Company will send a copy of such Redemption Notice to the Trustee and the Paying Agent.

(H) Special Requirement for Notice of Tax Redemption. A Redemption Notice relating to a Tax Redemption must be sent pursuant to Section 4.03(G) no earlier than one hundred and eighty (180) calendar days before the earliest date on which the Company would have been required to make the related payment or withholding (assuming a payment in respect of the Notes were then due), and the obligation to pay Additional Amounts must be in effect as of the date the Company sends such Redemption Notice and must be expected to remain in effect at the time of the next payment or delivery in respect of the Notes.

(I) Selection and Conversion of Notes to Be Redeemed in Part. If less than all Notes then outstanding are called for Redemption, then:

(i) the Notes to be redeemed will be selected by the Company as follows: (1) in the case of Global Notes, in accordance with the Depositary Procedures; and (2) in the case of Physical Notes, pro rata, by lot or by such other method the Company considers fair and appropriate; and

(ii) if only a portion of a Note is subject to Redemption and such Note is converted in part, then the converted portion of such Note will be deemed to be from the portion of such Note that was subject to Redemption.

(J) Payment of the Redemption Price. Without limiting the Company’s obligation to deposit the Redemption Price by the time proscribed by Section 3.01(B), the Company will cause the Redemption Price for a Note (or portion thereof) subject to Redemption to be paid to the Holder thereof on or before the applicable Redemption Date. For the avoidance of doubt, interest payable pursuant to the proviso to Section 4.03(F) on any Note (or portion thereof) subject to Redemption must be paid pursuant to such proviso.

(K) [Special Provisions for Partial Provisional Redemptions. If the Company elects to redeem less than all of the outstanding Notes pursuant to a Provisional Redemption, and the Holder of any Note, or any owner of a beneficial interest in any Global Note, is reasonably not able to determine, before the Close of Business on the tenth (10th) Scheduled Trading Day immediately before the relevant Redemption Date for such Provisional Redemption, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Provisional Redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the Close of Business on the second (2nd) Business Day immediately before such Redemption Date, and each such conversion will be deemed to be of a Note called for Provisional Redemption for purposes of this Section 4.03 and 5.07.]

Section 4.04. Right of the Company to Exchange Notes.

(A) Right to Exchange Notes upon the Occurrence of the Optional Exchange Triggering Event. Subject to the terms of this Section 4.04 and Section 4.05, upon and following the occurrence of the Optional Exchange Triggering Event, the Company has the right, at its election at any time until the fifth scheduled Trading Day immediately preceding the Maturity Date, to exchange (the “Optional Exchange”) all outstanding Tranche A Notes, on the Optional Exchange Date, for the Optional Exchange Consideration. For the avoidance of doubt, the Optional Exchange will not apply to the Tranche B Notes, and the Optional Exchange of the Tranche A Notes will not constitute a Make-Whole Event with respect to the Notes.

(B) Optional Exchange Prohibited in Certain Circumstances. If the principal amount of the Notes has been accelerated and such acceleration has not been rescinded on or before the Optional Exchange Date (including as a result of the delivery of the Optional Exchange Consideration, and any related interest pursuant to the proviso to Section 4.04(D), on such Optional Exchange Date), then (i) the Company may not require any Tranche A Notes to be exchanged for the Optional Exchange Consideration pursuant to this Section 4.04; and (ii) the Company will cause any Tranche A Notes theretofore surrendered for the Optional Exchange to be returned to the Holders thereof (or, if applicable with respect to Global Notes, cancel any instructions for book-entry transfer to the Company, the Trustee or the Paying Agent of the applicable beneficial interests in such Notes in accordance with the Depositary Procedures).

(C) Optional Exchange Date. The Optional Exchange Date will be a Business Day of the Company’s choosing that is no more than five (5) Scheduled Trading Days after the Optional Exchange Notice Date for the Optional Exchange.

(D) Optional Exchange Consideration. The consideration for the Tranche A Notes called for Optional Exchange shall consists of the type and amount of consideration identical to the Conversion Consideration due in respect of the Tranche A Notes, if the Tranche A Notes were to be converted on a Conversion Date that falls on the Optional Exchange Notice Date, and Physical Settlement applies to such conversion, as determined pursuant to Section 5.03(B), subject to the other terms of Article 5 as applicable (the “Optional Exchange Consideration”). For the avoidance doubt, the Company shall not be obligated to delivery any Interest Make-Whole Amount in connection with the Optional Exchange.

(E) Optional Exchange Notice. To call the Tranche A Notes for Optional Exchange, the Company must (i) send to each Holder of the Tranche A Notes, the Trustee, the Paying Agent and the Conversion Agent a written notice of the Optional Exchange (the “Optional Exchange Notice”); and (ii) substantially contemporaneously therewith, either (x) issue a press release through such national newswire service as the Company then uses; (y) publish the same through such other widely disseminated public medium as the Company then uses, including its website; or (z) file or furnish a Form 8-K or Form 6-K (or any successor form) with the SEC, in each case of clauses (x), (y) and (z), containing the information set forth in the Optional Exchange Notice.

Other than provided in Section 4.04(B), the Optional Exchange Notice, once delivered, shall be irrevocable.

The Optional Exchange Notice must state:

(i) the aggregate principal amount of the Tranche A Notes (including the relevant PIK Notes issued on or prior to the Optional Exchange Date) which have been called for Optional Exchange, briefly describing the Company’s right to require the Optional Exchange under this Indenture;

(ii) the Optional Exchange Date for the Optional Exchange;

(iii) the Optional Exchange Consideration per $1,000 principal amount of Tranche A Notes for the Optional Exchange (and, if the Optional Exchange Date is after a Regular Record Date and on or before the next Interest Payment Date, the amount, manner and timing of the interest payment payable pursuant to the proviso to Section 4.04(D));

(iv) the name and address of the Paying Agent and the Conversion Agent;

(v) that the Tranche A Notes may be converted at any time before the Close of Business on the second (2nd) Business Day immediately before the Optional Exchange Date (or, if the Company fails to pay the Optional Exchange Consideration due on such Optional Exchange Date in full, at any time until such time as the Company pays such Optional Exchange Consideration in full);

(vi) the number of outstanding Ordinary Shares of the Company as of the date of the Optional Exchange Notice;

(vii) the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the Optional Exchange Notice Date and on or before the second (2nd) Business Day before the Optional Exchange Date; and

(viii) the CUSIP and ISIN numbers, if any, of the Tranche A Notes being called for Optional Exchange.

On or before the Optional Exchange Notice Date, the Company will send a copy of such Optional Exchange Notice to the Trustee, the Paying Agent and the Conversion Agent.

(F) [Reserved].

(G) Delivery of the Optional Exchange Consideration. Subject to Section 4.05(C), the Company will cause the Optional Exchange Consideration for a Note (or portion thereof) subject to Optional Exchange to be paid or delivered, as applicable, to the Holder thereof on the Optional Exchange Date.

(H) Effect of Optional Exchange. At the Close of Business on the Optional Exchange Date, the Tranche A Notes will (unless there occurs a Default in the delivery of the Optional Exchange Consideration) be deemed to cease to be outstanding and, for the avoidance of doubt, no Person will be deemed to be a Holder of the Tranche A Notes as of the Close of Business on the Optional Exchange Date.

(I) Holder of Record of Option Exchange Shares. The Person in whose name any Ordinary Share is issuable upon the exchange of the Tranche A Notes will be deemed to become the holder of record of such share as of the Close of Business on the Optional Exchange Date.

(J) Deemed Payment of Principal and Interest; Settlement of Accrued Interest Notwithstanding Optional Exchange. Except as provided in Section 4.04(D), the Company’s delivery of the Optional Exchange Consideration due in respect of such conversion will be deemed to fully satisfy and discharge the Company’s obligation to pay the principal of, and accrued and unpaid interest, if any, on, the Tranche A Notes to, but excluding the Optional Exchange Date. As a result, except as provided in Section 4.04(D), any accrued and unpaid interest on the Tranche A Notes will be deemed to be paid in full rather than cancelled, extinguished or forfeited. In addition, subject to Section 4.04(D), if the Optional Exchange Consideration consists of both cash and Ordinary Shares, then accrued and unpaid interest that is deemed to be paid therewith will be deemed to be paid first out of such cash.

(K) Status of Ordinary Shares Issued in Optional Exchange; Listing. Each Ordinary Share delivered upon the exchange of the Tranche A Notes in the Optional Exchange will be a newly issued share, will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Holder of the Tranche A Notes or the Person to whom such Ordinary Share will be delivered) and will rank pari passu with the existing Ordinary Shares. If the Ordinary Shares are then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Company will cause each Ordinary Share to be admitted for listing on such exchange or quotation on such system.

Section 4.05. Limitations on Conversion and Optional Exchange.

(A) Limitations on Conversion and Optional Exchange. Notwithstanding anything to the contrary contained herein, the Company is entitled to not effect any conversion (including in connection with the Optional Exchange) of any Note (or portion thereof), and the holders of the Notes shall not have the right to convert or surrender any Note (or portion thereof) for conversion (including in connection with the Optional Exchange), to the extent that immediately following such conversion, such holder of the Notes, together with the Attribution Parties, beneficially owns or would beneficially own the Ordinary Shares in excess of the Exchange Cap.

(B) Exchange Cap Limitation.

(i) Conversion other than the Optional Exchange.

(1) On or prior to the second (2nd) Business Day preceding to submitting a conversion notice for any Note (or complying with the Depositary Procedures for converting such beneficial interest) pursuant to Article 5, the relevant holder of the Notes shall deliver to the Company, the Trustee and the Conversion Agent a written notice setting forth the principal amount of Notes proposed to be converted, the Pro Forma Owned Shares, the Exchange Cap and the Excess Share, if any, (the “Holder’s Ownership Information Notice”) in connection with such conversion.

(2) If such holder of the Notes fails or refuses to provide the Company, the Trustee and the Conversion Agent the Holder Ownership Information Notice in connection with such conversion by the time specified in the preceding paragraph, such holder of the Notes shall be deemed to represent and warrant to the Company, the Trustee and the Conversion Agent that no Exchange Cap Limitation shall apply to such conversion, and the Company shall be entitled to disregard any Exchange Cap Limitation in connection with such conversion.

(3) In connection with any conversion as to which the Company has received the relevant Holder’s Ownership Information Notice in accordance with the Section 4.05(B)(i)(1), the Company shall use reasonable efforts to deliver, or caused to be delivered, to such holder of the Notes such number of the Ordinary Share so that, immediately following such delivery, such holder of the Notes, together with the applicable Attribution Parties, does not beneficially own in excess of the Exchange Cap (as set forth in the Holder’s Ownership Information Notice).

(ii) Optional Exchange.

(1) With respect to the Optional Exchange pursuant to Section 4.04, within five (5) Scheduled Trading Days after the Optional Exchange Notice Date, each holder of the Notes shall deliver to the Company, the Trustee and the Conversion Agent the Holder’s Ownership Information Notice in connection with the Optional Exchange.

(2) If any holder of the Notes fails or refuses to provide the Company, the Trustee and the Conversion Agent the Holder’s Ownership Information Notice in connection with the Optional Exchange by the time specified in the preceding paragraph, such holder of the Notes shall be deemed to represent and warrant to the Company, the Trustee and the Conversion Agent that no Exchange Cap Limitation shall apply to the Optional Exchange, and the Company shall be entitled to disregard any Exchange Cap Limitation with respect to such holder of the Notes in connection with the Optional Exchange.

(3) In connection with the Optional Exchange and in the event that the Company has received the Holder’s Ownership Information Notice from any holder of the Notes in accordance with the Section 4.05(B)(ii)(1), the Company shall use reasonable efforts to deliver, or caused to be delivered, to such holder of the Notes such number of the Ordinary Share so that, immediately following such delivery, such holder of the Notes, together with the applicable Attribution Parties, does not beneficially own in excess of the Exchange Cap (as set forth in the Holder’s Ownership Information Notice).

(C) The Delivery of Excess Shares. The Company’s obligation to deliver the Excess Shares in connection with any conversion (including in connection with the Optional Exchange) shall be suspended and not extinguished, and the Company shall deliver such Excess Shares within five (5) Business Days following delivery of written notice from the holder of the Notes to the Company that the receipt of such Excess Share will not be restricted under Section 4.05(A).

(D) The Holder’s Rights. Following the delivery of the Conversion Consideration or the Optional Exchange Consideration in accordance with Section 4.05(B)(i)(3) or Section 4.05(B)(ii)(3), as the case may be, notwithstanding anything to the contrary in this Indenture, the converted (or exchanged) Notes shall be deemed to cease to be outstanding, and the right or claims of the holders of the Notes under this Indenture following such delivery shall be limited solely to the right to receive the Excess Shares pursuant to Section 4.05(C).

(E) Notwithstanding anything to the contrary in this Indenture, this Section 4.05 shall not restrict the number of Ordinary Shares which any holder or the applicable Attribution Parties may receive or beneficially own in order to determine the amount of securities or other consideration that such holder or the Attribution Parties may receive in the event of an Ordinary Share Change Event as contemplated in Section 5.09.

(F) Relevant Definitions. For purposes of this Section 4.05, the following terms shall have the following meaning:

“Excess Shares” means, with respect to a holder of the Notes, in connection with any conversion (including in connection with the Optional Exchange), the number of Ordinary Shares equal to (i) the Pro Forma Owned Shares less (ii) the Exchange Cap, to the extent it is greater than zero.

“Exchange Cap” means, with respect to a holder of the Notes, in connection with any conversion (including in connection with the Optional Exchange), the number of Ordinary Shares equal to the product of the Maximum Percentage and the Pro Forma Outstanding Share Numbers.

“Exchange Cap Limitation” means the limitation on the Company to issue any Ordinary Shares to any holder of the Notes as a result of this Section 4.05.

A “holder of the Notes” means (i) an owner of a beneficial interest in a Global Note, if the Notes is evidenced by one or more Global Notes, or (ii) the Holder of a Physical Note, if the Notes is evidenced by one or more Physical Notes, as the case may be.

“Maximum Percentage” means 9.9%.

“Pro Forma Outstanding Share Numbers” means, with respect to any conversion (including in connection with the Optional Exchange), the sum of the most recent Reported Outstanding Share Numbers and the number of Ordinary Shares to be issued in connection with such conversion, which, for the avoidance of doubt, shall be the number of Ordinary Shares to be issued in the Optional Exchange if such conversion is in connection with the Optional Exchange, without giving effect to Section 4.05.

“Pro Forma Owned Shares” means with respect to any holder of the Notes, in connection with any conversion (including in connection with the Optional Exchange), the aggregate number of Ordinary Shares held and/or beneficially owned by a holder together with the applicable Attribution Parties, shall include the number of Ordinary Shares held and/or beneficially owned by such holder together with the applicable Attribution Parties plus the number of Ordinary Shares issuable upon the conversion (including in connection with the Optional Exchange) of any Note (or portion thereof) with respect to which the determination is being made, without giving effect to this Section 4.05, but, for the avoidance of doubt, shall exclude the number of Ordinary Shares which would be issuable upon (i) exercise of the remaining outstanding Notes held and/or beneficially owned by the holder or the applicable Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company held and/or beneficially owned by such holder or any applicable Attribution Party (including, without limitation, any convertible notes, convertible stock or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 4.05.

“Reported Outstanding Share Number” means the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent Form 20-F, Current Report on Form 6-K or other public filing with the SEC, as the case may be, or (2) a more recent public announcement by the Company.

Article 5. Conversion

Section 5.01. Right to Convert.

(A) Generally. Notwithstanding anything to the contrary in this Indenture or the Notes, the Notes will not be convertible on the Issue Date. From and after the Conversion Commencement Date until the fifth scheduled Trading Day immediately preceding the Maturity Date, subject to the provisions of Section 4.05 and this Article 5, each Holder may, at its option, convert such Holder’s Notes into Conversion Consideration.

(B) Conversions in Part. Subject to the terms of this Indenture, Notes may be converted in part, but only in Authorized Denominations. Provisions of this Article 5 applying to the conversion of a Note in whole will equally apply to conversions of a permitted portion of a Note.

(i) [Reserved]

(ii) Limitations and Closed Periods. Notwithstanding anything to the contrary in this Indenture or the Notes:

(1) Notes may be surrendered for conversion only after the Open of Business and before the Close of Business on a day that is a Business Day;

(2) in no event may any Note be converted after the Close of Business on the fifth (5th) Scheduled Trading Day immediately before the Maturity Date;

(3) if the Company calls any Note for Redemption pursuant to Section 4.03, then the Holder of such Note may not convert such Note after the Close of Business on the second (2nd) Business Day immediately before the applicable Redemption Date, except to the extent the Company fails to pay the Redemption Price for such Note in accordance with this Indenture;

(4) if a Fundamental Change Repurchase Notice is validly delivered pursuant to Section 4.02(F) with respect to any Note, then such Note may not be converted, except to the extent (a) such Note is not subject to such notice; (b) such notice is withdrawn in accordance with Section 4.02(F); or (c) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Indenture; and

(5) if the Company calls any Note for Optional Exchange pursuant to Section 4.04, then the Holder of such Note may not convert such Note after the Optional Exchange Notice Date, except to the extent the Company fails to pay the Optional Exchange Consideration for such Note in accordance with this Indenture.

Section 5.02. Conversion Procedures.

(A) Generally.

(i) Global Notes. To convert a beneficial interest in a Global Note that is convertible pursuant to Section 5.01, the owner of such beneficial interest must (1) comply with the Depositary Procedures for converting such beneficial interest (at which time such conversion will become irrevocable); and (2) pay any amounts due pursuant to Section 5.02(D) or Section 5.02(E).

(ii) Physical Notes. To convert all or a portion of a Physical Note that is convertible pursuant to Section 5.01, the Holder of such Note must (1) complete, manually sign and deliver to the Conversion Agent the conversion notice attached to such Physical Note or a facsimile/email of such conversion notice; (2) deliver such Physical Note to the Conversion Agent (at which time such conversion will become irrevocable); (3) furnish any endorsements and transfer documents that the Company or the Conversion Agent may require; and (4) pay any amounts due pursuant to Section 5.02(D) or Section 5.02(E).

(B) Effect of Converting a Note. At the Close of Business on the Conversion Date for a Note (or any portion thereof) to be converted, such Note (or such portion) will (unless there occurs a Default in the delivery of the Conversion Consideration or interest due, pursuant to Section 5.03(B) or 5.02(D), upon such conversion) be deemed to cease to be outstanding (and, for the avoidance of doubt, no Person will be deemed to be a Holder of such Note (or such portion thereof) as of the Close of Business on such Conversion Date), except to the extent provided in Section 5.02(D).

(C) Holder of Record of Conversion Shares. The Person in whose name any Ordinary Share is issuable upon conversion of any Note will be deemed to become the holder of record of such share as of the Close of Business on (i) the Conversion Date for such conversion, in the case of Physical Settlement; or (ii) the last VWAP Trading Day of the Observation Period for such conversion, in the case of Combination Settlement.

(D) Interest Payable upon Conversion in Certain Circumstances. If the Conversion Date of a Note is after a Regular Record Date and before the next Interest Payment Date, then (i) the Holder of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding such conversion (and, for the avoidance of doubt, notwithstanding anything set forth in the proviso to this sentence), to receive, on or, at the Company’s election, before such Interest Payment Date, the unpaid interest that would have accrued on such Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding through such Interest Payment Date); and (ii) the Holder surrendering such Note for conversion must deliver to the Conversion Agent, at the time of such surrender, an amount of cash equal to the amount of such interest referred to in clause (i) above; provided, however, that the Holder surrendering such Note for conversion need not deliver such cash (v) if the Company has specified a Redemption Date for a Provisional Redemption or Tax Redemption that is after such Regular Record Date and on or before the second (2nd) Business Day immediately after such Interest Payment Date; (w) if such Conversion Date occurs after the Regular Record Date immediately before the Maturity Date; (x) if the Company has specified a Fundamental Change Repurchase Date that is after such Regular Record Date and on or before the Business Day immediately after such Interest Payment Date; or (y) if the Company has specified an Optional Exchange Date for an Optional Exchange Date that is after such Regular Record Date and on or before the Business Day immediately after such Interest Payment Date; or (z) to the extent of any overdue interest or interest that has accrued on any overdue interest. For the avoidance of doubt, as a result of, and without limiting the generality of, the foregoing, if a Note is converted with a Conversion Date that is after the Regular Record Date immediately before the Maturity Date, then the Company will pay, as provided above, the interest that would have accrued on such Note to, but excluding, the Maturity Date. For the avoidance of doubt, if the Conversion Date of a Note to be converted is on an Interest Payment Date, then the Holder of such Note at the Close of Business on the Regular Record Date immediately before such Interest Payment Date will be entitled to receive, on such Interest Payment Date, the unpaid interest that has accrued on such Note to, but excluding, such Interest Payment Date, and such Note, when surrendered for conversion, need not be accompanied by any cash amount pursuant to the first sentence of this Section 5.02(D).

(E) Taxes and Duties. If a Holder converts a Note, the Company will pay any documentary, stamp or similar issue or transfer tax or duty due on the issue or delivery (including, for the avoidance of doubt, pursuant to Section 5.08) of any Ordinary Shares upon such conversion; provided, however, that if any tax or duty is due because such Holder requested such shares to be registered in a name other than such Holder’s name, then such Holder will pay such tax or duty.

(F) Conversion Agent to Notify Company of Conversions. If any Note is submitted for conversion to the Conversion Agent or the Conversion Agent receives any notice of conversion with respect to a Note, then the Conversion Agent will promptly notify the Company and the Trustee of such occurrence, together with any other information reasonably requested by the Company, and will cooperate with the Company to determine the Conversion Date for such Note.

Section 5.03. Settlement Upon Conversion.

(A) Settlement Method. Upon the conversion of any Note, the Company will settle such conversion by paying or delivering, as applicable and as provided in this Article 5, either (x) Ordinary Shares, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(1) (a “Physical Settlement”); (y) solely cash as provided in Section 5.03(B)(i)(2) (a “Cash Settlement”); or (z) a combination of cash and Ordinary Shares, together, if applicable, with cash in lieu of fractional shares as provided in Section 5.03(B)(i)(3) (a “Combination Settlement”).

(i) The Company’s Right to Elect Settlement Method. The Company will have the right to elect the Settlement Method applicable to any conversion of a Note; provided, however, that:

(1) if any Notes are called for Redemption, then the Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to Section 4.03(G), the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the related Redemption Notice Date and before the related Redemption Date;

(2) the Company will use the same Settlement Method for all conversions of Notes with the same Conversion Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to conversions of Notes with different Conversion Dates, except as provided in clause (1) above);

(3) if the Company does not timely elect a Settlement Method with respect to the conversion of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of Default);

(4) if the Company timely elects Combination Settlement with respect to the conversion of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such conversion will be deemed to be $1,000 per $1,000 principal amount of Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default); and;

(5) the Settlement Method will be subject to Section 5.09(A)(2).

(ii) The Company’s Right to Irrevocably Fix the Settlement Method. The Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and the Conversion Agent), to irrevocably fix the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders, provided that (x) such Settlement Method must be a Settlement Method that the Company is then permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this Section 5.03(A)); (y) no such irrevocable election will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to the other provisions of this Section 5.03(A); and (z) upon any such irrevocable election, the Default Settlement Method will automatically be deemed to be set to the Settlement Method so fixed. Such notice, if sent, must set forth the applicable Settlement Method and expressly state that the election is irrevocable and applicable to all conversions of Notes with a Conversion Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election, if made, will be effective without the need to amend this Indenture or the Notes, including pursuant to Section 8.01(G) (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option).

(iii) Requirement to Publicly Disclose the Fixed or Default Settlement Method. If the Company changes the Default Settlement Method pursuant to clause (x) of the proviso to the definition of such term or irrevocably fixes the Settlement Method pursuant to Section 5.03(A)(i), then the Company will either post the Default Settlement Method or fixed Settlement Method, as applicable, on its website or disclose the same in a Current Report on Form 8-K or Form 6-K (or any successor form) that is filed with the SEC.

(B) Conversion Consideration.

(i) Generally. Subject to Section 5.03(B)(ii) and Section 5.03(B)(iii), the type and amount of consideration (the “Conversion Consideration”) due in respect of each $1,000 principal amount of a Note to be converted will be as follows:

(1) if Physical Settlement applies to such conversion, (x) a number of Ordinary Shares equal to the Conversion Rate in effect on the Conversion Date for such conversion and (y) solely in connection with any conversion of Tranche B Notes prior to the Forward Purchase Closing, the Interest Make-Whole Amount;

(2) if Cash Settlement applies to such conversion, (x) cash in an amount equal to the sum of the Daily Conversion Values for each VWAP Trading Day in the Observation Period for such conversion and (y) solely in connection with any conversion of Tranche B Notes prior to the Forward Purchase Closing, the Interest Make-Whole Amount; or

(3) if Combination Settlement applies to such conversion, consideration consisting of (x) (a) a number of Ordinary Shares equal to the sum of the Daily Share Amounts for each VWAP Trading Day in the Observation Period for such conversion, and (b) an amount of cash equal to the sum of the Daily Cash Amounts for each VWAP Trading Day in such Observation Period and (y) solely in connection with any conversion of Tranche B Notes prior to the Forward Purchase Closing, the Interest Make-Whole Amount.

(ii) Cash in Lieu of Fractional Shares. If Physical Settlement or Combination Settlement applies to the conversion of any Note and the number of Ordinary Shares deliverable pursuant to Section 5.03(B)(i) upon such conversion is not a whole number, then such number will be rounded down to the nearest whole number and the Company will deliver, in addition to the other consideration due upon such conversion, cash in lieu of the related fractional share in an amount equal to the product of (1) such fraction and (2) (x) the Daily VWAP on the Conversion Date for such conversion (or, if such Conversion Date is not a VWAP Trading Day, the immediately preceding VWAP Trading Day), in the case of Physical Settlement; or (y) the Daily VWAP on the last VWAP Trading Day of the Observation Period for such conversion, in the case of Combination Settlement.

(iii) Conversion of Multiple Notes by a Single Holder. If a Holder converts more than one (1) Note on a single Conversion Date, then the Conversion Consideration due in respect of such conversion will (in the case of any Global Note, to the extent permitted by, and practicable under, the Depositary Procedures) be computed based on the total principal amount of Notes converted on such Conversion Date by such Holder.

(iv) Notice of Calculation of Conversion Consideration. If Cash Settlement or Combination Settlement applies to the conversion of any Note, then the Company will determine the Conversion Consideration due thereupon promptly following the last VWAP Trading Day of the applicable Observation Period and will promptly thereafter send notice to the Trustee and the Conversion Agent of the same and the calculation thereof in reasonable detail. Neither the Trustee nor the Conversion Agent will have any duty to make any such determination.

(C) Delivery of the Conversion Consideration. Except as set forth in Sections 5.05(D) and 5.09, the Company will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Holder as follows: (i) if Cash Settlement or Combination Settlement applies to such conversion, on or before the second (2nd) Business Day immediately after the last VWAP Trading Day of the Observation Period for such conversion; and (ii) if Physical Settlement applies to such conversion, on or before the second (2nd) Business Day immediately after the Conversion Date for such conversion.

(D) Deemed Payment of Principal and Interest; Settlement of Accrued Interest Notwithstanding Conversion. If a Holder converts a Note, then the Company will not adjust the Conversion Rate to account for any accrued and unpaid interest on such Note, and, except as provided in Section 5.02(D), the Company’s delivery of the Conversion Consideration due in respect of such conversion will be deemed to fully satisfy and discharge the Company’s obligation to pay the principal of, and accrued and unpaid interest, if any, on, such Note to, but excluding the Conversion Date. As a result, except as provided in Section 5.02(D), any accrued and unpaid interest on a converted Note will be deemed to be paid in full rather than cancelled, extinguished or forfeited. In addition, subject to Section 5.02(D), if the Conversion Consideration for a Note consists of both cash and Ordinary Shares, then accrued and unpaid interest that is deemed to be paid therewith will be deemed to be paid first out of such cash.

Section 5.04. Reserve and Status of Ordinary Shares Issued upon Conversion.

(A) Share Reserve. At all times from and after the Issue Date when any Notes are outstanding, the Company will reserve, out of its share issue mandate, a number of Ordinary Shares sufficient to permit the conversion of all then-outstanding Notes, assuming (x) Physical Settlement will apply to such conversion; and (y) the Conversion Rate is adjusted pursuant to Section 5.05 or Section 5.06, or increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 5.07.

(B) Status of Conversion Shares; Listing. Each Conversion Share, if any, delivered upon conversion of any Note will be a newly issued share (except that any Conversion Share delivered by a designated financial institution pursuant to Section 5.08 need not be a newly issued share), will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Holder of such Note or the Person to whom such Conversion Share will be delivered) and will rank pari passu with the existing Ordinary Shares. If the Ordinary Shares are then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Company will cause each Ordinary Share to be admitted for listing on such exchange or quotation on such system.

Section 5.05. Adjustments to the Conversion Rate.

(A) Events Requiring an Adjustment to the Conversion Rate. The Conversion Rate will be adjusted from time to time as follows:

(i) Share Dividends, Splits and Combinations. If the Company issues solely the Ordinary Shares as a dividend or distribution on all or substantially all of the Ordinary Shares, or if the Company effects a split or a combination of the Ordinary Shares (in each case excluding an issuance solely pursuant to an Ordinary Share Change Event, as to which Section 5.09 will apply), then the Conversion Rate will be adjusted based on the following formula:

where:

CR₀

the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately before the Open of Business on the effective date of such split or combination, as applicable;

CR₁

the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date or effective date, as applicable;

OS₀

the number of Ordinary Shares outstanding immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable, without giving effect to such dividend, distribution, split or combination; and

OS₁

the number of Ordinary Shares outstanding immediately after giving effect to such dividend, distribution, split or combination.

If any dividend, distribution, split or combination of the type described in this Section 5.05(A)(i) is declared or announced, but not so paid or made, then the Conversion Rate will be readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution or to effect such split or combination, to the Conversion Rate that would then be in effect had such dividend, distribution, split or combination not been declared or announced.

(ii) Rights, Options and Warrants. If the Company distributes, to all or substantially all holders of the Ordinary Shares, rights, options or warrants (other than rights issued or otherwise distributed pursuant to a shareholder rights plan, as to which Sections 5.05(A)(iii)(1) and 5.05(F) will apply) entitling such holders, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase Ordinary Shares at a price per share that is less than the average of the Last Reported Sale Prices per Ordinary Share for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced, then the Conversion Rate will be increased based on the following formula:

where:

CR₀

the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution;

CR₁

the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date;

the number of Ordinary Shares outstanding immediately before the Open of Business on such Ex-Dividend Date;

the total number of Ordinary Shares issuable pursuant to such rights, options or warrants; and

a number of Ordinary Shares obtained by dividing (x) the aggregate price payable to exercise such rights, options or warrants by (y) the average of the Last Reported Sale Prices per Ordinary Share for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced.

To the extent such rights, options or warrants referred to in this Section 5.05(A)(ii) are not so distributed, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the increase to the Conversion Rate for such distribution been made on the basis of only the rights, options or warrants, if any, actually distributed. In addition, to the extent that Ordinary Shares are not delivered after the expiration of such rights, options or warrants (including as a result of such rights, options or warrants not being exercised), the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the increase to the Conversion Rate for such distribution been made on the basis of delivery of only the number of Ordinary Shares actually delivered upon exercise of such rights, option or warrants.

For purposes of this Section 5.05(A)(ii), in determining whether any rights, options or warrants entitle holders of Ordinary Shares to subscribe for or purchase Ordinary Shares at a price per share that is less than the average of the Last Reported Sale Prices per Ordinary Share for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date the distribution of such rights, options or warrants is announced, and in determining the aggregate price payable to exercise such rights, options or warrants, there will be taken into account any consideration the Company receives for such rights, options or warrants and any amount payable on exercise thereof, with the value of such consideration, if not cash, to be determined by the Company in good faith.

(iii) Spin-Offs and Other Distributed Property.

(1) Distributions Other than Spin-Offs. If the Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets or property of the Company, or rights, options or warrants to acquire Capital Stock of the Company or other securities, to all or substantially all holders of the Ordinary Shares, excluding:

(a) dividends, distributions, rights, options or warrants (including Ordinary Share splits) for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 5.05(A)(i) or 5.05(A)(ii);

(b) dividends or distributions paid exclusively in cash for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 5.05(A)(iv);

(c) rights issued or otherwise distributed pursuant to a shareholder rights plan, except to the extent provided in Section 5.05(F);

(d) Spin-Offs for which an adjustment to the Conversion Rate is required (or would be required without regard to Section 5.05(C)) pursuant to Section 5.05(A)(iii)(2);

(e) a distribution solely pursuant to a tender offer or exchange offer for Ordinary Shares, as to which Section 5.05(A)(v) will apply; and

(f) a distribution solely pursuant to an Ordinary Share Change Event, as to which Section 5.09 will apply,

then the Conversion Rate will be increased based on the following formula:

where:

CR₀

the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution;

CR₁

the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date;

the average of the Last Reported Sale Prices per Ordinary Share for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before such Ex-Dividend Date; and

FMV

the fair market value (as determined by the Company in good faith), as of such Ex-Dividend Date, of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants distributed per Ordinary Share pursuant to such distribution;

provided, however, that if FMV is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each Holder will receive, for each $1,000 principal amount of Notes held by such Holder on the record date for such distribution, at the same time and on the same terms as holders of Ordinary Shares, the amount and kind of shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants that such Holder would have received if such Holder had owned, on such record date, a number of Ordinary Shares equal to the Conversion Rate in effect on such record date.

To the extent such distribution is not so paid or made, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the distribution, if any, actually made or paid.

(2) Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit of the Company to all or substantially all holders of the Ordinary Shares (other than solely pursuant to (x) an Ordinary Share Change Event, as to which Section 5.09 will apply; or (y) a tender offer or exchange offer for Ordinary Shares, as to which Section 5.05(A)(v) will apply), and such Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin- Off”), then the Conversion Rate will be increased based on the following formula:

where:

CR₀

the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off;

CR₁

the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period;

FMV

the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, the Ex- Dividend Date for such Spin-Off (such average to be determined as if references to Ordinary Shares in the definitions of Last Reported Sale Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per Ordinary Share in such Spin-Off; and

the average of the Last Reported Sale Prices per Ordinary Share for each Trading Day in the Spin-Off Valuation Period.

Notwithstanding anything to the contrary in this Section 5.05(A)(iii)(2), (i) if any VWAP Trading Day of the Observation Period for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin- Off to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Spin-Off Valuation Period for such Spin-Off, then, solely for purposes of determining the Conversion Consideration for such conversion, such Spin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date.

To the extent any dividend or distribution of the type set forth in this Section 5.05(A)(iii)(2) is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

(iv) Cash Dividends or Distributions. If any cash dividend or distribution is made to all or substantially all holders of Ordinary Shares, then the Conversion Rate will be increased based on the following formula:

where:

CR₀

the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution;

CR₁

the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date;

the Last Reported Sale Price per Ordinary Share on the Trading Day immediately before such Ex-Dividend Date; and

the cash amount distributed per Ordinary Share in such dividend or distribution;

provided, however, that if D is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each Holder will receive, for each $1,000 principal amount of Notes held by such Holder on the record date for such dividend or distribution, at the same time and on the same terms as holders of Ordinary Shares, the amount of cash that such Holder would have received if such Holder had owned, on such record date, a number of Ordinary Shares equal to the Conversion Rate in effect on such record date.

To the extent such dividend or distribution is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

(v) Tender Offers or Exchange Offers. If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer that is subject to the then- applicable tender offer rules under the Exchange Act (other than solely pursuant to an odd- lot tender offer pursuant to Rule 13e-4(h)(5) under the Exchange Act or any successor rule thereto), for Ordinary Shares, and the value (determined as of the Expiration Time by the Board of Directors) of the cash and other consideration paid per Ordinary Share in such tender or exchange offer exceeds the Last Reported Sale Price per Ordinary Share on the Trading Day immediately after the last date (the “Expiration Date”) on which tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended), then the Conversion Rate will be increased based on the following formula:

where:

CR₀

the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Tender/Exchange Offer Valuation Period for such tender or exchange offer;

CR₁

the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Tender/Exchange Offer Valuation Period;

the aggregate value (determined as of the time (the “Expiration Time”) such tender or exchange offer expires by the Board of Directors) of all cash and other consideration paid for Ordinary Shares purchased or exchanged in such tender or exchange offer;

OS₀

the number of Ordinary Shares outstanding immediately before the Expiration Time (including all Ordinary Shares accepted for purchase or exchange in such tender or exchange offer);

OS₁

the number of Ordinary Shares outstanding immediately after the Expiration Time (excluding all Ordinary Shares accepted for purchase or exchange in such tender or exchange offer); and

the average of the Last Reported Sale Prices per Ordinary Share over the ten (10) consecutive Trading Day period (the “Tender/Exchange Offer Valuation Period”) beginning on, and including, the Trading Day immediately after the Expiration Date;

provided, however, that the Conversion Rate will in no event be adjusted down pursuant to this Section 5.05(A)(v), except to the extent provided in the immediately following paragraph. Notwithstanding anything to the contrary in this Section 5.05(A)(v), (i) if any VWAP Trading Day of the Observation Period for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Tender/Exchange Offer Valuation Period for such tender or exchange offer, then, solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Tender/Exchange Offer Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Trading Day immediately after the Expiration Date for such tender or exchange offer to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Tender/Exchange Offer Valuation Period for such tender or exchange offer, then, solely for purposes of determining the Conversion Consideration for such conversion, such Tender/Exchange Offer Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Trading Day immediately after the Expiration Date to, and including, such Conversion Date.

To the extent such tender or exchange offer is announced but not consummated (including as a result of the Company being precluded from consummating such tender or exchange offer under applicable law), or any purchases or exchanges of Ordinary Shares in such tender or exchange offer are rescinded, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the purchases or exchanges of Ordinary Shares, if any, actually made, and not rescinded, in such tender or exchange offer.

(B) No Adjustments in Certain Cases.

(i) Where Holders Participate in the Transaction or Event Without Conversion. Notwithstanding anything to the contrary in Section 5.05(A), the Company will not be obligated to adjust the Conversion Rate on account of a transaction or other event otherwise requiring an adjustment pursuant to Section 5.05(A) (other than a split or combination of the type set forth in Section 5.05(A)(i) or a tender or exchange offer of the type set forth in Section 5.05(A)(v)) if each Holder participates, at the same time and on the same terms as holders of Ordinary Shares, and solely by virtue of being a Holder of Notes, in such transaction or event without having to convert such Holder’s Notes and as if such Holder held a number of Ordinary Shares equal to the product of (i) the Conversion Rate in effect on the related record date; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such date.

(ii) Certain Events. The Company will not be required to adjust the Conversion Rate except as provided in Section 5.05 or Section 5.07. Without limiting the foregoing, the Company will not be obligated to adjust the Conversion Rate on account of:

(1) except as otherwise provided in Section 5.05, the sale of Ordinary Shares for a purchase price that is less than the market price per Ordinary Share or less than the Conversion Price;

(2) the issuance of any Ordinary Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in Ordinary Shares under any such plan;

(3) the issuance of any Ordinary Shares or options or rights to purchase Ordinary Shares pursuant to any present or future employee, director or consultant benefit or incentive plan (including pursuant to an evergreen provision) or program of, or assumed by, the Company or any of its Subsidiaries or in connection with any shares withheld for tax withholding purposes;

(4) the issuance of any Ordinary Shares pursuant to any option, warrant, right or convertible or exchangeable security of the Company outstanding or announced as of the Issue Date;

(5) for a tender offer or exchange offer by any party other than a tender offer or exchange offer by the Company or one or more of its Subsidiaries as described in Section 5.05(A)(v);

(6) an odd-lot tender offer pursuant to Rule 13e-4(h)(5) under the Exchange Act or any successor rule thereto;

(7) upon the repurchase of any of the Ordinary Shares pursuant to an open-market repurchase program or other buy-back transaction (including through any structured or derivative transactions, such as accelerated share repurchase transactions, prepaid forward transactions or similar forward derivatives) that is not a tender offer or exchange offer of the nature described in Section 5.05(A)(v);

(8) solely a change in the par value of the Ordinary Shares;

(9) accrued and unpaid interest on the Notes; or

(10) an Optional Exchange pursuant to the terms of this Indenture.

(iii) Notwithstanding anything to the contrary in this Indenture or the Notes (but without limiting the operation of Section 5.05(H)), the Conversion Rate will not be adjusted pursuant to Section 5.05(A) on an account of any event described in any of clauses (i) through (v), inclusive Section 5.05(A) where the Ex- Dividend Date, effective date or Expiration Date, as applicable, of such event occurs before the Issue Date.

(C) If an adjustment to the Conversion Rate otherwise required by this Article 5 would result in a change of less than one percent (1%) to the Conversion Rate, then, notwithstanding anything to the contrary in this Article 5, the Company may, at its election, defer such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest of the following: (i) when all such deferred adjustments not already given effect would result in a change of at least one percent (1%) to the Conversion Rate; (ii) the Conversion Date of, or any VWAP Trading Day of an Observation Period for, any Note; (iii) the date a Fundamental Change or Make- Whole Event occurs; (iv) the date the Company calls any Notes for Redemption; and (v) the thirty fifth (35th) VWAP Trading Day before the Maturity Date.

(D) Adjustments Not Yet Effective. Notwithstanding anything to the contrary in this Indenture or the Notes, if:

(i) a Note is to be converted pursuant to Physical Settlement or Combination Settlement;

(ii) the record date, effective date or Expiration Time for any event that requires an adjustment to the Conversion Rate pursuant to Section 5.05(A) has occurred on or before the Conversion Date for such conversion (in the case of Physical Settlement) or on or before any VWAP Trading Day in the Observation Period for such conversion (in the case of Combination Settlement), but an adjustment to the Conversion Rate for such event has not yet become effective as of such Conversion Date or VWAP Trading Day, as applicable;

(iii) the Conversion Consideration due upon such conversion includes any whole Ordinary Shares (in the case of Physical Settlement) or due in respect of such VWAP Trading Day includes any whole or fractional Ordinary Shares (in the case of Combination Settlement); and

(iv) such shares are not entitled to participate in such event (because they were not held on the related record date or otherwise),

then, solely for purposes of such conversion, the Company will, without duplication, give effect to such adjustment on such Conversion Date (in the case of Physical Settlement) or such VWAP Trading Day (in the case of Combination Settlement). In such case, if the date on which the Company is otherwise required to deliver the consideration due upon such conversion is before the first date on which the amount of such adjustment can be determined, then the Company will delay the settlement of such conversion until the second (2nd) Business Day after such first date.

(E) Conversion Rate Adjustments where Converting Holders Participate in the Relevant Transaction or Event. Notwithstanding anything to the contrary in this Indenture or the Notes, if:

(i) a Conversion Rate adjustment for any dividend or distribution becomes effective on any Ex-Dividend Date pursuant to Section 5.05(A);

(ii) a Note is to be converted pursuant to Physical Settlement or Combination Settlement;

(iii) the Conversion Date for such conversion (in the case of Physical Settlement) or any VWAP Trading Day in the Observation Period for such conversion (in the case of Combination Settlement) occurs on or after such Ex-Dividend Date and on or before the related record date;

(iv) the Conversion Consideration due upon such conversion includes any whole Ordinary Shares (in the case of Physical Settlement) or due in respect of such VWAP Trading Day includes any whole or fractional Ordinary Shares (in the case of Combination Settlement), in each case based on a Conversion Rate that is adjusted for such dividend or distribution; and

(v) such shares would be entitled to participate in such dividend or distribution (including pursuant to Section 5.02(C)),

then (x) in the case of Physical Settlement, such Conversion Rate adjustment will not be given effect for such conversion and the Ordinary Shares issuable upon such conversion based on such unadjusted Conversion Rate will not be entitled to participate in such dividend or distribution, but there will be added, to the Conversion Consideration otherwise due upon such conversion, the same kind and amount of consideration that would have been delivered in such dividend or distribution with respect to such Ordinary Shares had such shares been entitled to participate in such dividend or distribution; and (y) in the case of Combination Settlement, the Conversion Rate adjustment relating to such Ex-Dividend Date will be made for such conversion in respect of such VWAP Trading Day, but the Ordinary Shares issuable with respect to such VWAP Trading Day based on such adjusted Conversion Rate will not be entitled to participate in such dividend or distribution.

(F) Shareholder Rights Plans. If any Ordinary Shares are to be issued or delivered upon conversion of any Note and, at the time of such conversion, the Company has in effect any shareholder rights plan, then the Holder of such Note will be entitled to receive, in addition to, and concurrently with the delivery of, the Conversion Consideration otherwise payable under this Indenture upon such conversion, the rights set forth in such shareholder rights plan, unless such rights have separated from the Ordinary Shares at such time, in which case, and only in such case, the Conversion Rate will be adjusted pursuant to Section 5.05(A)(iii)(1) on account of such separation as if, at the time of such separation, the Company had made a distribution of the type referred to in such Section to all holders of the Ordinary Shares, subject to readjustment in accordance with such Section if such rights expire, terminate or are redeemed.

(G) Limitation on Effecting Transactions Resulting in Certain Adjustments. The Company will not engage in or be a party to any transaction or event that would require the Conversion Rate to be adjusted pursuant to Section 5.05(A) or Section 5.07 to an amount that would result in the Conversion Price per Ordinary Share being less than the par value per Ordinary Share.

(H) Equitable Adjustments to Prices. Whenever any provision of this Indenture requires the Company to calculate the average of the Last Reported Sale Prices, or any function thereof, over a period of multiple days (including to calculate (i) the Share Price for a Make-Whole Event or (ii) or an adjustment to the Conversion Rate), or to calculate the Daily Conversion Values or Daily VWAPs over an Observation Period, the Company will make appropriate adjustments, if any, to such calculations to account for any adjustment to the Conversion Rate pursuant to Section 5.05(A), would have resulted in an adjustment to the Conversion Rate) that becomes effective, or any event that requires such an adjustment to the Conversion Rate where the Ex- Dividend Date, effective date or Expiration Date, as applicable, of such event occurs, at any time during such period, or Observation Period, as applicable.

(I) Calculation of Number of Outstanding Ordinary Shares. For purposes of Section 5.05(A), the number of Ordinary Shares outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in lieu of fractions of Ordinary Shares; and (ii) exclude Ordinary Shares held in the Company’s treasury (unless the Company pays any dividend or makes any distribution on Ordinary Shares held in its treasury).

(J) Calculations. All calculations with respect to the Conversion Rate and adjustments thereto will be made, by the Company, to the nearest 1/10,000th of an Ordinary Share (with 5/100,000ths rounded upward).

(K) Notice of Conversion Rate Adjustments. Upon the effectiveness of any adjustment to the Conversion Rate pursuant to Section 5.05(A), the Company will promptly send notice to the Holders, the Trustee and the Conversion Agent containing (i) a brief description of the transaction or other event on account of which such adjustment was made; (ii) the Conversion Rate in effect immediately after such adjustment; and (iii) the effective time of such adjustment.

Section 5.06. Voluntary Adjustments.

(A) Generally. To the extent permitted by law and applicable listing standards of The Nasdaq Global Stock Market (or any other securities exchange on which the Ordinary Shares (or other applicable security) is then listed), the Company, from time to time, may (but is not required to) increase the Conversion Rate by any amount if (i) the Board of Directors determines that such increase is either (x) in the best interest of the Company; or (y) advisable to avoid or diminish any income tax imposed on holders of Ordinary Shares or rights to purchase Ordinary Shares as a result of any dividend or distribution of shares (or rights to acquire shares) of Ordinary Shares or any similar event; (ii) such increase is in effect for a period of at least twenty (20) Business Days; and (iii) subject to applicable law, such increase is irrevocable during such period.

(B) Notice of Voluntary Increases. If the Board of Directors determines to increase the Conversion Rate pursuant to Section 5.06(A) or upon the occurrence of a Forward Purchase Adjustment Event, then, no later than the first Business Day of the related twenty (20) Business Day period referred to in Section 5.06(A), the Company will send notice to each Holder, the Trustee and the Conversion Agent of such increase, the amount thereof and the period during which such increase will be in effect.

Section 5.07. Adjustments To The Conversion Rate In Connection With A Make- Whole Event.

(A) Generally. If a Make-Whole Event occurs on or after the Issue Date and the Conversion Date for the conversion of a Note occurs during the related Make-Whole Event Conversion Period, then, subject to this Section 5.07, the Conversion Rate applicable to such conversion will be increased by the applicable Make-Whole Share Amount.

(B) Notice of the Occurrence of a Make-Whole Event. The Company will notify the Holders, the Trustee and the Conversion Agent of each Make-Whole Event (i) occurring pursuant to clause (A) of the definition thereof; and (ii) occurring pursuant to clause (B) of the definition thereof in accordance with Section 4.03(G).

Section 5.08. Exchange In Lieu Of Conversion.

Notwithstanding anything to the contrary in this Article 5, and subject to the terms of this Section 5.08, if a Note is submitted for conversion, the Company may elect, in lieu of conversion, to transfer such Note to a financial institution designated by the Company and arrange to have such financial institution deliver to the Holder of such Note the Conversion Consideration that would have been due upon conversion. To make such election, the Company must send notice of such election to the Holder of such Note, the Trustee and the Conversion Agent before the Close of Business on the Business Day immediately following the Conversion Date for such Note. If the Company has made such election, then:

(A) no later than the Business Day immediately following such Conversion Date, the Company must deliver (or cause the Conversion Agent to deliver) such Note, together with delivery instructions for the Conversion Consideration due upon such conversion (including wire instructions, if applicable), to a financial institution designated by the Company that has agreed to deliver such Conversion Consideration in the manner and at the time the Company would have had to deliver the same pursuant to this Article 5;

(B) if such Note is a Global Note, then (i) such designated institution will send written confirmation to the Conversion Agent promptly after wiring the cash Conversion Consideration, if any, and delivering any other Conversion Consideration, due upon such conversion to the Holder of such Note; and (ii) the Conversion Agent will as soon as reasonably practicable thereafter contact such Holder’s custodian with the Depositary to confirm receipt of the same; and

provided, however, that if such financial institution does not accept such Note or fails to timely deliver such Conversion Consideration, then the Company will be responsible for delivering such Conversion Consideration in the manner and at the time provided in this Article 5 as if the Company had not elected to make an exchange in lieu of conversion.

Section 5.09. Effect Of Ordinary Share Change Event.

(A) Generally. If there occurs any:

(i) recapitalization, reclassification or change of the Ordinary Shares (other than (x) changes solely resulting from a subdivision or combination of the Ordinary Shares, (y) a change only in par value or from par value to no par value or no par value to par value and (z) splits and combinations that do not involve the issuance of any other series or class of securities);

(ii) consolidation, merger, combination or binding or statutory share exchange involving the Company;

(iii) sale, lease or other transfer of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person; or

(iv) other similar event,

and, as a result of which, the Ordinary Shares is converted into, or is exchanged for, or represents solely the right to receive, other securities, cash or other property, or any combination of the foregoing (such an event, a “Ordinary Share Change Event,” and such other securities, cash or property, the “Reference Property,” and the amount and kind of Reference Property that a holder of one (1) Ordinary Share would be entitled to receive on account of such Ordinary Share Change Event (without giving effect to any arrangement not to issue or deliver a fractional portion of any security or other property), a “Reference Property Unit”), then the Company and the resulting, surviving or transferee person (if not the Company) of such Ordinary Share Change Event (the “Successor Person”), and, if applicable as set forth below, the Underlying Issuer, will execute and deliver to the Trustee a supplemental indenture, without the consent of the Holders, providing, notwithstanding anything to the contrary in this Indenture or the Notes, as follows:

(1) from and after the effective time of such Ordinary Share Change Event, (I) the Conversion Consideration due upon conversion of any Note, and the conditions to any such conversion, will be determined in the same manner as if each reference to any number of Ordinary Shares in this Article 5 (or in any related definitions) were instead a reference to the same number of Reference Property Units; (II) for purposes of Section 4.03, each reference to any number of Ordinary Shares in such Section (or in any related definitions) will instead be deemed to be a reference to the same number of Reference Property Units; and (III) for purposes of the definition of “Fundamental Change” and “Make-Whole Event,” references to Ordinary Shares or to “Common Equity” will be deemed to refer to the common equity (including depositary receipts representing common equity), if any, forming part of such Reference Property;

(2) if such Reference Property Unit consists entirely of cash, then the Company will be deemed to elect Physical Settlement in respect of all conversions whose Conversion Date occurs on or after the effective date of such Ordinary Share Change Event and will pay the cash due upon such conversions no later than the second (2nd) Business Day after the relevant Conversion Date;

(3) for these purposes, (I) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of common equity securities will be determined by reference to the definition of “Daily VWAP,” substituting, if applicable, the Bloomberg page for such class of securities in such definition; and (II) the Daily VWAP of any Reference Property Unit or portion thereof that does not consist of a class of common equity securities, and the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities, will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof); and

(4) if such Reference Property includes any shares of Capital Stock, then the Conversion Rate will be subject to subsequent adjustments in a manner consistent with Section 5.05(A).

If the Reference Property consists of more than a single type of consideration to be determined based in part upon any form of shareholder election, then the composition of the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration actually received, per Ordinary Share, by the holders of the Ordinary Shares. The Company will notify Holders of such weighted average as soon as practicable after such determination is made.

At or before the effective time of such Ordinary Share Change Event, the Company and the Successor Person will execute and deliver to the Trustee a supplemental indenture pursuant to Section 8.01(F) as set forth above. If the Reference Property includes shares of stock or other securities or assets (other than cash) of a Person other than the Successor Person (such person, the “Underlying Issuer”), then such Underlying Issuer will also execute such supplemental indenture.

(B) Notice of Ordinary Share Change Events. The Company will provide notice of each Ordinary Share Change Event to Holders, the Trustee and the Conversion Agent no later than the effective date of such Ordinary Share Change Event.

(C) Compliance Covenant. The Company will not become a party to any Ordinary Share Change Event unless its terms are consistent with this Section 5.09.

Section 5.10. Responsibility of Trustee.

(A) The Trustee, the Collateral Trustee and the Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or in the Indenture or in any supplemental indenture provided to be employed, in making the same. The Trustee and the Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Ordinary Shares, or of any securities, property or cash that may at any time be issued or delivered upon the conversion of any Note; and the Trustee and the Conversion Agent make no representations with respect thereto. Neither the Trustee nor the Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Ordinary Shares or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5. Without limiting the generality of the foregoing, neither the Trustee nor the Conversion Agent shall be under any responsibility to (a) determine whether a supplemental indenture needs to be entered into or (b) determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 5.09 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Notes after any event referred to in such Section 5.09 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 13.02 of the Indenture, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officer’s Certificate (which the Company shall be obligated to file with the Trustee and the Conversion Agent prior to the execution of any such supplemental indenture) with respect thereto.

(B) The Conversion Agent will open a non-interest bearing account in the name of the Company in relation to its Settlement Method.

(C) Conversion Agent’s wire instructions are listed in Schedule I to receive wire from the Company for cash in lieu for fractional shares.

(D) Schedule II lists Company’s wire instructions for interest reimbursement.

(E) If there is a conversion between the Regular Record Date and Interest Payment Date (for regular period), the Holders will return the interest back to Conversion Agent and the Conversion Agent will reimburse the Company.

Article 6. SUCCESSORS

Section 6.01. When The Company May Merge, Etc.

(A) Generally. The Company will not consolidate with or merge with or into, dissolve or liquidate voluntarily into, or (directly, or indirectly through one or more of its Subsidiaries) sell, lease or otherwise Dispose, in one transaction or a series of transactions, all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to another Person (a “Company Business Combination Event”), unless:

(i) the resulting, surviving or transferee Person either (x) is the Company or (y) if not the Company, is a corporation (the “Successor Corporation”) duly organized and existing under the laws of the United States of America, any State thereof, the District of Columbia or Singapore that expressly assumes (by executing and delivering to the Trustee, at or before the effective time of such Company Business Combination Event, a supplemental indenture pursuant to Section 8.01(E)) all of the Company’s obligations under this Indenture, the Notes Security Documents to which the Company is a party, and the Notes (including, for the avoidance of doubt, the obligation to pay Additional Amounts pursuant to Section 3.05);

(ii) immediately after giving effect to such Company Business Combination Event, no Default or Event of Default will have occurred and be continuing; and

(iii) before the effective time of any Company Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Company Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section 6.01(A); and (ii) all conditions precedent to such Company Business Combination Event provided in this Indenture have been satisfied.

(B) Guarantors. The Company shall not permit any Guarantor to consolidate with or merge with or into, dissolve or liquidate voluntarily into, or (directly, or indirectly through one or more of its Subsidiaries) sell, lease or otherwise Dispose, in one transaction or a series of transactions, all or substantially all of the consolidated assets (other than to the Company or another Guarantor) (a “Guarantor Business Combination Event” together with a Company Business Combination Event, a “Business Combination Event”) unless:

(i) the resulting, surviving or transferee Person (the “Successor Guarantor”) either (x) is the Guarantor or (y) if not the Guarantor, is a corporation duly organized and existing under the laws of the jurisdiction of the Company or any of the Guarantors that expressly assumes (by executing and delivering to the Trustee, at or before the effective time of such Guarantor Business Combination Event, a supplemental indenture pursuant to Section 8.01(B)) all of such Guarantor’s obligations under this Indenture, the Notes Security Documents to which it is a party, the Notes and its Guarantee (including, for the avoidance of doubt, the obligation to pay Additional Amounts pursuant to Section 3.05);

(ii) immediately after giving effect to such Guarantor Business Combination Event, no Default or Event of Default will have occurred and be continuing; and

(iii) before the effective time of any Guarantor Business Combination Event, the Company and the Guarantor, as applicable, will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Guarantor Business Combination Event (and, if applicable, the related supplemental indenture) comply with Section 6.01(B); and (ii) all conditions precedent to such Guarantor Business Combination Event provided in this Indenture have been satisfied.

Section 6.02. Successor Corporation Substituted.

At the effective time of any Business Combination Event that complies with Section 6.01, the Successor Corporation (if not the Company) or the Successor Guarantor (if not the applicable Guarantor), as the case may be, will succeed to, and may exercise every right and power of, the Company or the Guarantor, as the case may be, under this Indenture, the Notes Security Documents, the Notes and/or Guarantee, as is applicable, with the same effect as if such Successor Corporation or Successor Guarantor, as the case may be, had been named as the Company or Guarantor, as the case may be, in this Indenture, the Notes Security Documents, the Notes and such Guarantee; provided that in the case of a lease, the predecessor Company will be discharged from its obligations under this Indenture and the Notes.

Article 7. DEFAULTS AND REMEDIES

Section 7.01. Events Of Default.

(A) Definition of Events of Default. “Event of Default” means the occurrence of any of the following:

(i) a default in the payment when due (whether at maturity, upon Redemption or Repurchase Upon Fundamental Change or otherwise) of the principal of, or the Redemption Price or Fundamental Change Repurchase Price for, any Note;

(ii) a default in the payment when due of interest on any Note, which default continues for thirty (30) days;

(iii) the Company’s failure to deliver, when required by this Indenture, a Fundamental Change Notice, such failure is not cured within three (3) Business Days after its occurrence;

(iv) a default in the payment or delivery when due of the Optional Exchange Consideration for any Note subject to an Optional Exchange;

(v) a default in the Company’s obligation to convert a Note in accordance with Article 5 upon the exercise of the conversion right with respect thereto, if such default is not cured within two (2) Business Days after its occurrence;

(vi) a default in the Company’s obligations under Article 6;

(vii) [Reserved];

(viii) a default in any of the Company’s obligations or agreements under the Indenture Documents (other than a default set forth in clause (i), (ii), (iii), (iv), (v) or (vi) of this Section 7.01(A)) where such default is not cured or waived within thirty (30) days after notice to the Company by the Trustee and the Collateral Trustee, or to the Company, the Trustee and the Collateral Trustee by Holders of at least twenty five percent (25%) of the aggregate principal amount of Notes then outstanding, which notice must specify such default, demand that it be remedied and state that such notice is a “Notice of Default”, provided that any issuance of Ordinary Shares in connection with any conversion (including in connection with the Optional Exchange) that results in any holder of the Notes, together with the Attribution Parties, beneficially owns or would beneficially own the number of Ordinary Shares in excess of the Exchange Cap shall not constitute a Default or an Event of Default;

(ix) a default by a Company Indenture Party or any of its Significant Subsidiaries with respect to indebtedness for money borrowed (whether pursuant to one or more agreements or other instruments) of greater than twenty-five million dollars ($25,000,000) (or its foreign currency equivalent) in the aggregate of a Company Indenture Party or any of its Significant Subsidiaries, whether such indebtedness exists as of the Issue Date or is thereafter created, either: (x) resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity, or (y) constituting a failure to pay the principal of any such indebtedness when due and payable (after the expiration of all applicable grace periods) at its stated maturity, upon required repurchase, upon declaration or otherwise, and, in the case of either clause (x) or (y), such acceleration is not, after the expiration of any applicable grace period, rescinded or annulled or such indebtedness is not paid or discharged, as the case may be, within thirty (30) days after notice to the Company by the Trustee or to the Company and the Trustee by Holders of at least twenty five percent (25%) of the aggregate principal amount of Notes then outstanding in accordance with this Indenture;

(x) one or more final judgments being rendered against a Company Indenture Party or any of its Subsidiaries for the payment of at least twenty-five million dollars ($25,000,000) (or its foreign currency equivalent) in the aggregate (excluding any amounts covered by insurance), where such judgment is not discharged or stayed within sixty (60) days after (i) the date on which the right to appeal the same has expired, if no such appeal has commenced; or (ii) the date on which all rights to appeal have been extinguished;

(xi) a Company Indenture Party or any of its Significant Subsidiaries, pursuant to or within the meaning of any Bankruptcy Law, either:

(1) commences a voluntary case or proceeding;

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

(3) consents to the appointment of a custodian of it or for any substantial part of its property (other than that arises from any solvent liquidation or restructuring of a Significant Subsidiary in the ordinary course of business that shall result in the net assets of such Significant Subsidiary being transferred to or otherwise vested in such Company Indenture Party or any of its other subsidiaries on a pro rata basis or on a basis more favorable to such Company Indenture Party);

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

(5) takes any comparable action under any foreign Bankruptcy Law; or

(6) generally is not paying its debts as they become due;

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

(1) is for relief against a Company Indenture Party or any of its Significant Subsidiaries in an involuntary case or proceeding;

(2) appoints a custodian of a Company Indenture Party or any of its Significant Subsidiaries, or for any substantial part of the property of a Company Indenture Party or any of its Significant Subsidiaries;

(3) orders the winding up or liquidation of a Company Indenture Party or any of its Significant Subsidiaries; or

(4) grants any similar relief under any foreign Bankruptcy Law,

(5) and, in each case under this Section 7.01(A)(xii), such order or decree remains unstayed and in effect for at least sixty (60) days;

(xiii) If the obligation of any Guarantor under its Guarantee or any other Indenture Document to which any Guarantor is a party is limited or terminated by operation of law or by such Guarantor (other than, in each case, in accordance with the terms of this Indenture or such other Indenture Documents), or if any Guarantor fails to perform any obligation under its Guarantee or under any such Indenture Document, or repudiates or revokes or purports to repudiate or revoke in writing any obligation under its Guarantee, or under any such Indenture Document, or any Guarantor ceases to exist for any reason (other than as permitted or not prohibited by this Indenture); or

(xiv) Except as permitted or not prohibited by this Indenture and other Indenture Documents, if this Indenture or any other Indenture Document that purports to create a Lien on Collateral, shall, for any reason, fail or cease to be in full force and effect for any reason, being declared fully or partially void in judicial, regulatory or administrative proceeding or becoming enforceable against the relevant Company Indenture Parties.

(B) Cause Irrelevant. Each of the events set forth in Section 7.01(A) will constitute an Event of Default regardless of the cause thereof or whether voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

Section 7.02. Acceleration.

(A) Automatic Acceleration in Certain Circumstances. If an Event of Default set forth in Section7.01(A)(xi) or 7.01(A)(xii) occurs with respect to the Company (and not solely with respect to a Significant Subsidiary of the Company), then the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding will immediately become due and payable without any further action or notice by any Person.

(B) Optional Acceleration. Subject to Section 7.03, if an Event of Default (other than an Event of Default set forth in Section 7.01(A)(xi) or 7.01(A)(xii) with respect to the Company and not solely with respect to a Significant Subsidiary of the Company) occurs and is continuing, then the Trustee, by notice to the Company, or Holders of at least twenty five percent (25%) of the aggregate principal amount of Notes then outstanding, by notice to the Company, the Trustee and the Collateral Trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding (subject to the Trustee and the Collateral Trustee being indemnified and/or secured and/or pre-funded to its satisfaction) to become due and payable immediately.

(C) Rescission of Acceleration. Notwithstanding anything to the contrary in this Indenture or the Notes, the Majority Holders, by notice to the Company and the Trustee, may, on behalf of all Holders, rescind any acceleration of the Notes and its consequences if (i) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction; (ii) all existing Events of Default (except the non-payment of principal of, or interest on, the Notes that has become due solely because of such acceleration) have been cured or waived; and (iii) all sums paid or advanced by the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee and the Collateral Trustee and their agents and counsel have been paid. No such rescission will affect any subsequent Default or impair any right consequent thereto.

Section 7.03. Sole Remedy For A Failure To Report.

(A) Generally. Notwithstanding anything to the contrary in this Indenture or the Notes, the Company may elect that the sole remedy for any Event of Default (a “Reporting Event of Default”) pursuant to Section 7.01(A)(viii) arising from the Company’s failure to comply with Section 3.02 will, for each of the first one hundred and eighty (180) calendar days on which a Reporting Event of Default has occurred and is continuing, consist exclusively of the accrual of Special Interest on the Notes. If the Company has made such an election, then (i) the Notes will be subject to acceleration pursuant to Section 7.02 on account of the relevant Reporting Event of Default from, and including, the one hundred and eighty first (181st) calendar day on which a Reporting Event of Default has occurred and is continuing or if the Company fails to pay any accrued and unpaid Special Interest when due; and (ii) Special Interest will cease to accrue on any Notes from, and including, such one hundred and eighty first (181st) calendar day (it being understood that interest on any defaulted Special Interest will nonetheless accrue pursuant to Section 2.05(B)).

(B) Amount and Payment of Special Interest. Any Special Interest that accrues on a Note pursuant to Section 7.03(A) will be payable on the same dates and in the same manner as the Stated Interest on such Note and will accrue at a rate per annum equal to one quarter of one percent (0.25%) of the principal amount thereof for the first ninety (90) days on which Special Interest accrues and, thereafter, at a rate per annum equal to one half of one percent (0.50%) of the principal amount thereof; provided, however, that in no event will Special Interest accrue on any day on a Note at a combined rate per annum that exceeds one half of one percent (0.50%). For the avoidance of doubt, any Special Interest that accrues on a Note will be in addition to the Stated Interest that accrues on such Note.

(C) Notice of Election. To make the election set forth in Section 7.03(A), the Company must send to the Holders, the Trustee and the Paying Agent, before the date on which each Reporting Event of Default first occurs, a notice that (i) briefly describes the report(s) that the Company failed to file with the SEC; (ii) states that the Company is electing that the sole remedy for such Reporting Event of Default consist of the accrual of Special Interest; and (iii) briefly describes the periods during which and rate at which Special Interest will accrue and the circumstances under which the Notes will be subject to acceleration on account of such Reporting Event of Default.

(D) Notice to Trustee and Paying Agent; Trustee’s Disclaimer. If Special Interest accrues on any Note, then, no later than five (5) Business Days before each date on which such Special Interest is to be paid, the Company will deliver an Officer’s Certificate to the Trustee and the Paying Agent stating (i) that the Company is obligated to pay Special Interest on such Note on such date of payment; and (ii) the amount of such Special Interest that is payable on such date of payment. The Trustee will have no duty to determine whether any Special Interest is payable or the amount thereof.

(E) No Effect on Other Events of Default. No election pursuant to this Section 7.03 with respect to a Reporting Event of Default will affect the rights of any Holder with respect to any other Event of Default, including with respect to any other Reporting Event of Default.

Section 7.04. Other Remedies.

(A) Trustee May Pursue All Remedies. If an Event of Default occurs and is continuing, then the Trustee may pursue any available remedy to collect the payment of any amounts due with respect to the Notes or to enforce the performance of any provision of this Indenture or the Notes.

(B) Procedural Matters. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in such proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy following an Event of Default will not impair the right or remedy or constitute a waiver of, or acquiescence in, such Event of Default. All remedies will be cumulative to the extent permitted by law.

Section 7.05. Waiver Of Past Defaults.

An Event of Default pursuant to clause (i), (ii), (v) or (viii) of Section 7.01(A) (that, in the case of clause (viii) only, results from a Default under any covenant that cannot be amended without the consent of each affected Holder), and a Default that could lead to such an Event of Default, can be waived only with the consent of each affected Holder. Each other Default or Event of Default may be waived, on behalf of all Holders, by the Majority Holders. If an Event of Default is so waived, then it will cease to exist. If a Default is so waived, then it will be deemed to be cured and any Event of Default arising therefrom will be deemed not to occur. However, no such waiver will extend to any subsequent or other Default or Event of Default or impair any right arising therefrom.

Section 7.06. Control By Majority.

Majority Holders may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it under this Indenture. However, the Trustee may refuse to follow any direction that conflicts with law, this Indenture or the Notes, or that, subject to Section 10.01, the Trustee determines may be unduly prejudicial to the rights of other Holders or may involve the Trustee in liability, unless the Trustee is offered security and indemnity satisfactory to the Trustee against any loss, liability or expense to the Trustee that may result from the Trustee’s following such direction.

Section 7.07. Limitation On Suits.

No Holder may pursue any remedy with respect to this Indenture or the Notes (except to enforce (x) its rights to receive the principal of, or the Redemption Price or Fundamental Change Repurchase Price for, or interest on, any Notes; or (y) the Company’s obligations to convert any Notes pursuant to Article 5), unless:

(A) such Holder has previously delivered to the Trustee notice that an Event of Default is continuing;

(B) Holders of at least twenty five percent (25%) in aggregate principal amount of the Notes then outstanding deliver a request to the Trustee to pursue such remedy;

(C) such Holder or Holders offer and, if requested, provide to the Trustee security and indemnity satisfactory to the Trustee against any loss, liability or expense to the Trustee that may result from the Trustee’s following such request;

(D) the Trustee does not comply with such request within sixty (60) calendar days after its receipt of such request and such offer of security or indemnity; and

(E) during such sixty (60) calendar day period, the Majority Holders do not deliver to the Trustee a direction that is inconsistent with such request.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder. The Trustee will have no duty to determine whether any Holder’s use of this Indenture complies with the preceding sentence.

Section 7.08. Absolute Right Of Holders To Institute Suit For The Enforcement Of The Right To Receive Payment And Conversion Consideration.

Notwithstanding anything to the contrary in this Indenture or the Notes (but without limiting Section 8.01), the right of each Holder of a Note to bring suit for the enforcement of any payment or delivery, as applicable, of the principal of, or the Redemption Price or Fundamental Change Repurchase Price for, or any interest on, or the Conversion Consideration due pursuant to Article 5 upon conversion of, such Note on or after the respective due dates therefor provided in this Indenture and the Notes, will not be impaired or affected without the consent of such Holder.

Section 7.09. Collection Suit By Trustee.

The Trustee will have the right, upon the occurrence and continuance of an Event of Default pursuant to clause (i), (ii) or (iv) of Section 7.01(A), to recover judgment in its own name and as trustee of an express trust against the Company for the total unpaid or undelivered principal of, or Redemption Price or Fundamental Change Repurchase Price for, or interest on, or Conversion Consideration due pursuant to Article 5 upon conversion of, the Notes, as applicable, and, to the extent lawful, any Default Interest on any Defaulted Amounts, and such further amounts sufficient to cover the costs and expenses of collection, including compensation provided for in Section 10.06.

Section 7.10. 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 Notes), 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 7.11. Trustee May File Proofs Of Claim.

The Trustee has the right to (A) file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes) or its creditors or property and (B) collect, receive and distribute any money or other property payable or deliverable on any such claims. Each Holder authorizes any custodian in such proceeding to make such payments to the Trustee, and, if the Trustee consents to the making of such payments directly to the Holders, to pay to the Trustee any amount due to the Trustee for the reasonable compensation, expenses, disbursements and advances of the Trustee, and its agents and counsel, and any other amounts payable to the Trustee pursuant to Section 10.06. To the extent that the payment of any such compensation, expenses, disbursements, advances and other amounts out of the estate in such proceeding, is denied for any reason, payment of the same will be secured by a lien on, and will be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding (whether in liquidation or under any plan of reorganization or arrangement or otherwise). Nothing in this Indenture will be deemed to authorize the Trustee to authorize, consent to, accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 7.12. Payment of the Soulte.

If, following any Appropriation, a Soulte is owed by the Notes Secured Parties to the Company or any Guarantor, the Company or that Guarantor agrees that such Soulte shall only become due and payable by the relevant Notes Secured Parties on the earlier of:

(a) the date falling 12 months after the date of the Appropriation; and

(b) the Final Discharge Date.

For the avoidance of doubt, the obligations of each Notes Secured Party to pay its proportionate share of any Soulte are several (conjointes et non solidaires).

Any payment of the Soulte under paragraph (a) above to the Company or any Guarantor which occurs on or prior to the Final Discharge Date shall be made by the relevant Notes Secured Parties (or the Collateral Trustee on their behalf) to a bank account of the Company or relevant Guarantor and in each case held with the Collateral Trustee and pledged in a manner satisfactory to the Collateral Trustee acting on behalf of the Notes Secured Parties as security for any obligation of the Company or relevant Guarantor under any of the Indenture Documents to which it is party including any obligation under this Indenture to pay back any Soulte or any amounts to be turned over by it as the Company or Guarantor pursuant to Section 7.12 on or prior to the Final Discharge Date. This pledge agreement shall include an irrevocable instruction from the Company or the relevant Guarantor to make from such pledged bank accounts any payment required to be fulfilled under this Indenture or any Indenture Document.

The provisions of this Section 7.11 override any conflicting provisions in the French Security Documents.

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Section 7.13. Sums Received by Debtors and Third-Party Security Providers.

Without prejudice to Section 7.11, if the Company or any Guarantor receives or recovers (i) any Soulte or (ii) any other sum which, under the terms of any of the Indenture Documents, should have been paid to the Collateral Trustee, the Company or that Guarantor will:

(a) hold an amount of that receipt or recovery equal to the relevant Obligations (or, if less, the amount received or recovered) on trust for (or otherwise on behalf and for the account of) the Collateral Trustee and promptly pay that amount to the Collateral Trustee (or as the Collateral Trustee may direct) for application in accordance with the terms of this Indenture; and

(b) promptly pay an amount equal to the amount (if any) by which the receipt or recovery exceeds the relevant Obligations to the Collateral Trustee (or as the Collateral Trustee may direct) for application in accordance with the terms of this Indenture.

Section 7.14. Priorities.

Subject to the terms of the Intercreditor Agreement, the Collateral Trustee and Trustee (acting in any capacity) will pay or deliver in the following order any money or other property that it collects pursuant to this Article 7:

First:

to the Collateral Trustee and Trustee (acting in any capacity) and its agents and attorneys for amounts due under Section 10.06, including payment of all fees (including any reasonably incurred and documented fees and expenses of legal counsel; provided that there shall not be more than one counsel in each relevant jurisdiction), compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second:

if an Appropriation has occurred, in payment to the Collateral Trustee on behalf of the Appropriated Instruments Holders which have paid all or part of any Soulte for distribution of each Appropriated Instruments Holder in an amount equal to the amount of Soulte paid and not yet reimbursed for application towards the discharge of (for the avoidance of doubt, on a pari passu basis) the corresponding relevant Obligations;

Third:

to the Trustee for the benefit of the Holders for unpaid amounts or other property due on the Notes, including the principal of, or the Redemption Price or Fundamental Change Repurchase Price for, or any interest on, or any Conversion Consideration due upon conversion of, the Notes, ratably, and without preference or priority of any kind, according to such amounts or other property due and payable on all of the Notes; and

Fourth:

to the Company or such other Person as a court of competent jurisdiction directs, including upon or following an Appropriation, (i) in payment or distribution of any Soulte payable and not yet paid to it; or (ii) an amount equal to any Soulte previously paid to it (to the extent the Company paid such Soulte back to the Collateral Trustee in accordance with this Indenture) as a result of an Appropriation.

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The Trustee (acting in any capacity) may fix a record date and payment date for any payment or delivery to the Holders pursuant to this Section 7.11, in which case the Trustee will instruct the Company to, and the Company will, deliver, at least fifteen (15) calendar days before such record date, to each Holder and the Trustee a notice stating such record date, such payment date and the amount of such payment or nature of such delivery, as applicable.

Section 7.15. Undertaking For Costs.

In any suit for the enforcement of any right or remedy under this Indenture or the Notes or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court, in its discretion, may (A) require the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and (B) assess reasonable costs (including reasonable attorneys’ fees) against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided, however, that this Section 7.12 does not apply to any suit by the Trustee, any suit by a Holder pursuant to Section 7.08, any suit by one or more Holders of more than ten percent (10%) in aggregate principal amount of the Notes then outstanding, or any suit by any Holder for the enforcement of the payment of the principal of or interest on any Note, on or after the respective due dates expressed in such Note.

Section 7.16. Collateral Trustee Expense Reimbursement

The Company Indenture Parties, jointly and severally, agree to reimburse or pay the Trustee or Collateral Trustee for its fees and expenses incurred under this Indenture or the Notes Security Documents (including all reasonably incurred and documented fees and disbursements of legal counsel; provided that there shall not be more than one counsel in each relevant jurisdiction) that may be paid or incurred by the Trustee or Collateral Trustee in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations or Guaranteed Obligations and/or enforcing any rights with respect to, or collecting against, the Company Indenture Parties under this Indenture or the Notes Security Documents.

Article 8. AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 8.01. Without The Consent Of Holders.

Notwithstanding anything to the contrary in Section 8.02, the Company and the Trustee may amend or supplement the Indenture Documents without the consent of any Holder to:

(A) cure any ambiguity or correct any omission, defect or inconsistency in any Indenture Document;

(B) add guarantees or security with respect to the Company’s obligations under this Indenture or the Notes, including for greater certainty, to allow any additional Guarantor to execute a supplemental indenture, a joinder to any Notes Security Document and/or a Guarantee with respect to the Notes;

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(D) add to the Company’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company;

(E) provide for the assumption of the Company’s or any Guarantor’s obligations under this Indenture, the Notes and the Notes Security Document, as applicable, pursuant to, and in compliance with, Article 6;

(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with an Ordinary Share Change Event;

(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A);

(H) adjust the Conversion Rate or the Conversion Price (including the establishment of the Conversion Rate or the Conversion Price) in accordance with, and subject to the terms of, this Indenture;

(I) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee or Collateral Trustee;

(J) [Reserved];

(K) comply with the rules of any applicable Depositary in a manner that does not adversely affect the rights of the Holders;

(L) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect;

(M) make any other change to the Indenture Documents that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect; or

(N) effect, confirm and evidence the release, termination or discharge or any guarantee of or Lien securing the Notes when such release, termination or discharge is permitted by the Indenture Documents.

Section 8.02. With The Consent Of Holders.

(A) Generally. Subject to Sections 8.01, 7.05 and 7.08, the immediately following sentence and the terms of the Intercreditor Agreement, the Company and the Trustee may, with the consent of the Majority Holders, amend or supplement the Indenture Documents or waive compliance with any provision of the Indenture Documents. Notwithstanding anything to the contrary in the foregoing sentence, but subject to Section 8.01 and the terms of the Intercreditor Agreement, without the consent of each affected Holder, no amendment or supplement to the Indenture Documents, or waiver of any provision of the Indenture Documents, may:

(i) reduce the principal, or extend the stated maturity, of any Note;

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(ii) reduce the Redemption Price or Fundamental Change Repurchase Price for any Note, amended the definition of “Optional Exchange Consideration” or change the times at which, or the circumstances under which, the Notes may or will be redeemed, repurchased or exchanged by the Company;

(iii) reduce the rate, or extend the time for the payment, of interest on any Note;

(iv) make any change that adversely affects the conversion rights of any Note other than as permitted or required by this Indenture or the Notes;

(v) impair the rights of any Holder set forth in Section 7.08 (as such section is in effect on the Issue Date);

(vi) change the ranking of the Notes;

(vii) make any Note payable in money, or at a place of payment, other than that stated in this Indenture or the Note;

(viii) make any change to Section 3.05, or in any related definitions, in any manner that is adverse to the rights of the Holders or beneficial owners of the Notes;

(ix) make any change to Section 13.18(A), or in any related definitions, in any manner that is adverse to the rights of the Holders or beneficial owners of the Notes;

(x) reduce the amount of Notes whose Holders must consent to any amendment, supplement, waiver or other modification; or

(xi) make any change to any amendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder.

For the avoidance of doubt, pursuant to clauses (i), (ii), (iii) and (iv) of this Section 8.02(A), no amendment or supplement to this Indenture or the Notes, or waiver of any provision of this Indenture or the Notes, may change the amount or type of consideration due on any Note (whether on an Interest Payment Date, Redemption Date, Fundamental Change Repurchase Date or the Maturity Date or upon a Optional Exchange or conversion, or otherwise), or the date(s) or time(s) such consideration is payable or deliverable, as applicable, without the consent of each affected Holder.

(B) Holders Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section 8.02 need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.

(C) Guarantors Bound. The Guarantors shall be bound by any supplemental indenture or amendment to the Indenture Documents entered into by the Company and the Trustee pursuant to the terms of this Indenture and may but shall not be required to execute any such supplemental indenture or amendment, other than in the case of a joinder of a new Guarantor the execution by such Guarantor.

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Section 8.03. With The Consent Of Supermajority Holders.

(A) Notwithstanding anything contained in Section 8.01 or Section 8.02, without the consent of the Supermajority Holders, no amendment or supplement to the Indenture Documents, or waiver of any provision of the Indenture Documents, may:

(i) subordinate, or change the priority with respect to the Liens securing the Obligations and then only to the extent provided or permitted under the Intercreditor Agreement;

(ii) release all or substantially all of the Collateral except as otherwise may be provided or permitted under this Indenture, the Intercreditor Agreement or the other Indenture Documents; or

(iii) discharge any Company Indenture Party from its respective payment Obligations under the Indenture Documents, in each case, except as otherwise may be provided or permitted under this Indenture, the Intercreditor Agreement or the other Indenture Documents.

(B) Notwithstanding anything contrary under this Indenture, the Holders are deemed to have consented to, and shall be deemed to have directed the Trustee and/or the Collateral Trustee (as applicable), to execute and deliver any of the following amendments, waivers and other modifications to the Indenture Documents, in each case, as evidenced by an Officer’s Certificate and Opinion of Counsel delivered to the Trustee and the Collateral Trustee pursuant to Section 13.02 and Section 13.03 hereof:

(i) to establish that the Liens on any Collateral securing any Indebtedness replacing the applicable series of First Lien Notes permitted to be incurred under the Priority Lien Debt Documents that represent Priority Lien Secured Obligations shall be senior to the Liens on such Collateral securing any Obligations under this Indenture, the Notes and the Subsidiary Guarantees, which obligations shall continue to be secured on a second-priority basis on the Collateral;

(ii) to give effect to any amendment, waiver or consent to any of the Priority Lien Debt Documents, to the extent applicable to the Collateral (including the release of any Liens on Collateral)[, that applies automatically to the comparable Notes Security Documents with respect to the security interest of the Holders in such Collateral pursuant to the terms of the Intercreditor Agreement]; and

(iii) upon any cancellation, repayment, redemption or termination of the First Lien Notes and all other Priority Lien Secured Obligations without a replacement thereof, and to the extent the Obligations have not been discharged in full in accordance with the terms of this Indenture and the Intercreditor Agreement, to establish that the Liens on the Collateral securing any Obligations under this Indenture, the Notes and the Subsidiary Guarantees shall become first priority perfect Lien, except as set forth below under Section 11.05.

(C) Holders Need Not Approve the Particular Form of any Amendment. A consent of any Holder pursuant to this Section 8.03 need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.

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Section 8.04. Notice Of Amendments, Supplements And Waivers.

As soon as reasonably practicable after any amendment, supplement or waiver pursuant to Section 8.01, 8.02 or 8.03 becomes effective, the Company will send to the Holders and the Trustee notice that (A) describes the substance of such amendment, supplement or waiver in reasonable detail and (B) states the effective date thereof; provided, however, that the Company will not be required to provide such notice to the Holders if such amendment, supplement or waiver is included in a periodic report filed by the Company with the SEC within four (4) Business Days of its effectiveness. The failure to send, or the existence of any defect in, such notice will not impair or affect the validity of such amendment, supplement or waiver.

Section 8.05. Revocation, Effect And Solicitation Of Consents; Special Record Dates; Etc.

(A) Revocation and Effect of Consents. The consent of a Holder of a Note to an amendment, supplement or waiver will bind (and constitute the consent of) each subsequent Holder of any Note to the extent the same evidences any portion of the same indebtedness as the consenting Holder’s Note, subject to the right of any Holder of a Note to revoke (if not prohibited pursuant to Section 8.05(B)) any such consent with respect to such Note by delivering notice of revocation to the Trustee before the time such amendment, supplement or waiver becomes effective.

(B) Special Record Dates. The Company may, but is not required to, fix a record date for the purpose of determining the Holders entitled to consent or take any other action in connection with any amendment, supplement or waiver pursuant to this Article 8. If a record date is fixed, then, notwithstanding anything to the contrary in Section 8.05(A), only Persons who are Holders as of such record date (or their duly designated proxies) will be entitled to give such consent, to revoke any consent previously given or to take any such action, regardless of whether such Persons continue to be Holders after such record date; provided, however, that no such consent will be valid or effective for more than one hundred and twenty (120) calendar days after such record date.

(C) Solicitation of Consents. For the avoidance of doubt, each reference in this Indenture or the Notes to the consent of a Holder will be deemed to include any such consent obtained in connection with a repurchase of, or tender or exchange offer for, any Notes.

(D) Effectiveness and Binding Effect. Each amendment, supplement or waiver pursuant to this Article 8 will become effective in accordance with its terms and, when it becomes effective with respect to any Note (or any portion thereof), will thereafter bind every Holder of such Note (or such portion).

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Section 8.06. Notations And Exchanges.

If any amendment, supplement or waiver changes the terms of a Note, then the Trustee or the Company may, in its discretion, require the Holder of such Note to deliver such Note to the Trustee so that the Trustee may place an appropriate notation prepared by the Company on such Note and return such Note to such Holder. Alternatively, at its discretion, the Company may, in exchange for such Note, issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, a new Note that reflects the changed terms. The failure to make any appropriate notation or issue a new Note pursuant to this Section 8.06 will not impair or affect the validity of such amendment, supplement or waiver.

Section 8.07. Trustee and Collateral Trustee To Execute Supplemental Indentures.

The Trustee and/or the Collateral Trustee, as the case may be, will execute and deliver any amendment or supplemental indenture authorized pursuant to this Article 8; provided, however, that the Trustee and/or the Collateral Trustee, as the case may be, need not (but may, in their respective sole and absolute discretion) execute or deliver any such amendment or supplemental indenture that adversely affects the rights, duties, liabilities or immunities of the Trustee and/or the Collateral Trustee, as the case may be. In executing any amendment or supplemental indenture, the Trustee and/or the Collateral Trustee, as the case may be will be entitled to receive, and (subject to Sections 10.01 and 10.02) will be fully protected in relying on, an Officer’s Certificate and an Opinion of Counsel, provided in accordance with Section 13.02, each stating that (A) the execution and delivery of such amendment or supplemental indenture is authorized or permitted by this Indenture; and (B) in the case of the Opinion of Counsel, such amendment or supplemental indenture is valid, binding and enforceable against the Company in accordance with its terms. Every amendment or supplement to this Indenture or the Notes will be set forth in an amended or supplemental indenture.

Article 9. SATISFACTION AND DISCHARGE

Section 9.01. Termination Of Company’s Obligations.

This Indenture will be discharged, and will cease to be of further effect as to all Notes issued under this Indenture, when:

(A) all Notes then outstanding (other than Notes replaced pursuant to Section 2.13) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon conversion or otherwise) for an amount of cash or Conversion Consideration, as applicable, that has been fixed;

(B) the Company or any Guarantor has caused there to be irrevocably deposited with the Trustee, or with the Paying Agent (or, with respect to Conversion Consideration, the Conversion Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to be converted, Conversion Consideration) sufficient to satisfy all amounts or other property (including, if applicable, all related Additional Amounts) due on all Notes then outstanding (other than Notes replaced pursuant to Section 2.13);

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(D) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied;

provided, however, that Article 10 and Section 11.01 will survive such discharge and, until no Notes remain outstanding, Section 2.15 and the obligations of the Trustee, the Paying Agent and the Conversion Agent with respect to money or other property deposited with them will survive such discharge.

At the Company’s written request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

Section 9.02. Repayment To Company.

Subject to applicable unclaimed property law, the Trustee, the Paying Agent and the Conversion Agent will promptly notify the Company if there exists (and, at the Company’s request, promptly deliver to the Company) any cash, Conversion Consideration or other property held by any of them for payment or delivery on the Notes that remain unclaimed two (2) years after the date on which such payment or delivery was due. After such delivery to the Company, the Trustee, the Paying Agent and the Conversion Agent will have no further liability to any Holder with respect to such cash, Conversion Consideration or other property, and Holders entitled to the payment or delivery of such cash, Conversion Consideration or other property must look to the Company for payment as a general creditor of the Company.

Section 9.03. Reinstatement.

If the Trustee, the Paying Agent or the Conversion Agent is unable to apply any cash or other property deposited with it pursuant to Section 9.01 because of any legal proceeding or any order or judgment of any court or other governmental authority that enjoins, restrains or otherwise prohibits such application, then the discharge of this Indenture pursuant to Section 9.01 will be rescinded; provided, however, that if the Company thereafter pays or delivers any cash or other property due on the Notes to the Holders thereof, then the Company will be subrogated to the rights of such Holders to receive such cash or other property from the cash or other property, if any, held by the Trustee, the Paying Agent or the Conversion Agent, as applicable.

Article 10. TRUSTEE

Section 10.01. Duties of the Trustee.

(A) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

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

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

(ii) in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel that are provided to the Trustee and conform to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(C) The Trustee may not be relieved from liabilities for its negligent action or negligent failure to actor willful misconduct, except that:

(i) this paragraph will not limit the effect of Section 10.01(B);

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

(iii) the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 7.06.

(D) Each provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (A), (B) and (C) of this Section 10.01, regardless of whether such provision so expressly provides.

(E) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability.

(F) The Trustee will not be liable for interest on any money received by it, except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds, except to the extent required by law.

Section 10.02. Rights Of The Trustee.

(A) The Trustee may conclusively rely on any document that it believes to be genuine and signed or presented by the proper Person, and the Trustee need not investigate any fact or matter stated in such document.

(B) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel; and the advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.

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(C) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care.

(D) The Trustee will not be liable for any action it takes or omits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture.

(E) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.

(F) The Trustee need not exercise any rights or powers vested in it by this Indenture at the request or direction of any Holder unless such Holder has offered the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in complying with such request or direction.

(G) The Trustee will not be responsible or liable for any punitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(H) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities under this Indenture (including in its capacity as Conversion Agent) and each agent, custodian and other Person employed to act under this Indenture, including the Conversion Agent.

(I) The permissive rights of the Trustee enumerated in this Indenture will not be construed as duties.

(J) Neither the Trustee nor the Registrar will have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants, members of the Depositary or owners of beneficial interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements of this Indenture.

(K) Except with respect to receipt of payments of principal and interest on the Notes payable by the Company pursuant to Section 3.01 and any Default or Event of Default information contained in the Officer’s Certificate delivered to it pursuant to Section 3.06(B), the Trustee will have no duty to monitor the Company’s compliance with or the breach of any representation, warranty or covenant made in this Indenture.

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(F) The Trustee shall at no time have any responsibility or liability for or in respect to the legality, validity or enforceability of any Collateral or any arrangement or agreement between the Company and any other Person with respect thereto, or the perfection or priority of any security interest created in any of the Collateral or maintenance of any perfection and priority, or for or with respect to the sufficiency of the Collateral following an Event of Default.

(G) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has received written notice at the Corporate Trust Office of any event which is in fact such a default, and such notice references the Notes and this Indenture.

Section 10.03. Individual Rights Of The Trustee.

(A) The Trustee, in its individual or any other capacity, may become the owner or pledgee of any Note and may otherwise deal with the Company or any of its Affiliates with the same rights that it would have if it were not Trustee; provided, however, that if the Trustee acquires a “conflicting interest” (within the meaning of Section 310(b) of the Trust Indenture Act), then it must eliminate such conflict within ninety (90) days or resign as Trustee. Each Note Agent will have the same rights and duties as the Trustee under this Section 10.03.

Section 10.04. Trustee’s Disclaimer.

The Trustee will not be (A) responsible for, and makes no representation as to, the validity or adequacy of this Indenture or the Notes; (B) accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture; (C) responsible for the use or application of any money received by any Paying Agent other than the Trustee; and (D) responsible for any statement or recital in this Indenture, the Notes or any other document relating to the sale of the Notes or this Indenture, other than the Trustee’s certificate of authentication.

Section 10.05. Notice Of Defaults.

If a Default or Event of Default occurs, then the Trustee will send Holders a notice of such Default or Event of Default within ninety (90) days after it occurs or, if it is not known to the Trustee at such time, promptly (and in any event within ten (10) Business Days) after it becomes known to a Responsible Officer; provided, however, that, except in the case of a Default or Event of Default in the payment of the principal of, or interest on, any Note, the Trustee shall be protected in withholding such notice if and for so long as it in good faith determines that withholding such notice is in the interests of the Holders. The Trustee will not to be charged with knowledge of any Default or Event of Default, or knowledge of any cure of any Default or Event of Default, unless written notice of such Default or Event of Default, or of such cure of any Default or Event of Default, has been given by the Company or any Holder to a Responsible Officer of the Trustee.

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Section 10.06. Compensation And Indemnity.

(A) The Company will, from time to time, pay the Trustee reasonable compensation for its acceptance of this Indenture and services under this Indenture. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

(B) The Company will indemnify the Trustee against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance and administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 10.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense may be attributable to its gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 10.06(B). The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld.

(C) The obligations of the Company under this Section 10.06 will survive the resignation or removal of the Trustee and the satisfaction or discharge of this Indenture.

(D) To secure the Company’s payment obligations in this Section 10.06, the Trustee will have a lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal of, or interest on, particular Notes, which lien will survive the discharge of this Indenture.

(E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to Section 7.01(A)(xi) or 7.01(A)(xii) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Section 10.07. Replacement Of The Trustee.

(A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07.

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(B) The Trustee may resign at any time and be discharged from the trust created by this Indenture by so notifying the Company. The Majority Holders may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if:

(i) the Trustee fails to comply with the provisions of Section 310(b) of the Trust Indenture Act with respect to any series of Notes after written request therefor by the Company or by any Holder who has been a bona fide holder of a Note or Notes of such series for at least six (6) months;

(ii) the Trustee fails to comply with Section 10.09;

(iii) the Trustee is adjudged to be bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(iv) a custodian or public officer takes charge of the Trustee or its property; or

(v) the Trustee becomes incapable of acting.

(C) If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Majority Holders may appoint a successor Trustee to replace such successor Trustee appointed by the Company.

(D) If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, then the retiring Trustee (at the expense of the Company), the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(E) If the Trustee, after written request by a Holder of at least six (6) months, fails to comply with Section 10.09, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(F) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee, which property will, for the avoidance of doubt, be subject to the lien provided for in Section 10.06(D).

(G) For as long as any Priority Lien Secured Obligations remain outstanding, the successor Trustee shall concurrently with its appointment as the successor Trustee accede as a party to the Intercreditor Agreement.

Section 10.08. Successor Trustee By Merger, Etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, then such corporation will become the successor Trustee without any further act.

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Section 10.09. Eligibility; Disqualification.

There will at all times be a Trustee under this Indenture that is a corporation organized and doing business under the laws of the United States of America or of any state or territory thereof or the District of Columbia, that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal, state, territorial or District of Columbia authorities and that has a combined capital and surplus of at least $50.0 million as set forth in its most recent published annual report of condition. Neither the Company nor any Guarantor nor any person directly or indirectly controlling, controlled by, or under common control with the Company or any Guarantor shall serve as Trustee under this Indenture.

Section 10.10. Reports by the Trustee.

The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act (including, without limitation, Sections 313(a), (b) and (c)) 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 sixty (60) days after each May 15 following the date of this Indenture, deliver to Holders a brief report, dated as of such May 15, which complies with the provisions of such Section 313(a) (but if no event described in Section 313(a) has occurred within the twelve (12) months preceding the reporting date, no report need be transmitted).

A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each securities exchange upon which any Notes are listed, with the SEC and with the Company. The Company shall promptly notify the Trustee in writing when any Notes are listed on any securities exchange.

Article 11. Collateral and Security

Section 11.01. Collateral.

(A) The Obligations will be secured by a Lien on the Collateral, subject to perfection in accordance with the terms of this Indenture and the Notes Security Documents, subject to the Priority Liens and the terms of the Intercreditor Agreement.

Section 11.02. Notes Security Documents.

(A) The Notes Security Documents to be entered into by the applicable Company Indenture Parties on or after the Issue Date, in each case, shall create the second priority Liens on the Collateral securing their respective Obligations, subject to the Priority Liens and the terms of the Intercreditor Agreement. In the event of a conflict between the terms of this Indenture and the Notes Security Documents in regards to the Collateral, this Indenture shall control. The Company will take, and will cause its Subsidiaries to take any and all actions reasonably required to cause the Notes Security Documents to create and maintain, as security for the Obligations hereunder, a valid and enforceable second priority Lien in and on all the Collateral, in favor of the Collateral Trustee for the benefit of the Holders, the Trustee and the Collateral Trustee, subject to the Priority Liens, the terms of the Notes Security Documents and the terms of the Intercreditor Agreement and perfected in accordance with the terms of this Indenture and the Notes Security Documents.

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Section 11.03. Authorization of Actions to Be Taken.

(A) Each Holder of Notes, by its acceptance thereof, hereby designates and appoints the Collateral Trustee as its agent under this Indenture, the Notes Security Documents and the Intercreditor Agreement and each Holder by acceptance of the Notes consents and agrees to the terms of each Notes Security Document and the Intercreditor Agreement, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture and the Intercreditor Agreement, authorizes and directs the Collateral Trustee to enter into the Notes Security Documents and the Intercreditor Agreement, and irrevocably authorizes and empowers the Collateral Trustee to perform its obligations and duties, exercise its rights and powers and take any action permitted or required thereunder that are expressly delegated to the Collateral Trustee by the terms of this Indenture, the Notes Security Documents and the Intercreditor Agreement. Subject to the terms of the Intercreditor Agreement, the Collateral Trustee shall hold (directly or through any agent) and is directed by each Holder to so hold, and shall be entitled to enforce (in accordance with the terms of the Notes Security Documents and the Intercreditor Agreement) on behalf of the Holders all Liens on the Collateral created by the Notes Security Documents for their benefit.

(B) Subject to the provisions of the applicable Notes Security Documents and the Intercreditor Agreement, the Trustee and each Holder, by acceptance of any Notes, agrees that (x) the Collateral Trustee may, in its sole discretion and without the consent of the Trustee or the Holders, take all actions it deems necessary or appropriate, subject to the terms of the Intercreditor Agreement, in order to (i) preserve the Collateral or rights under the Notes Security Documents, and (ii) collect and receive any and all amounts payable in respect of the Obligations of the Company and the Guarantors hereunder and under the Indenture Documents and (y) the Collateral Trustee shall, subject to the terms of the Intercreditor Agreement, have power to institute and to maintain such suits and proceedings as it may deem expedient to protect or enforce the Liens securing the Obligations and/or to prevent any impairment of the Collateral by any act that may be unlawful or in violation of the Indenture Documents, and such suits and proceedings as the Collateral Trustee may deem expedient to preserve or protect its interests and the interests of the Holders in the Collateral (including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest thereunder or be prejudicial to the interests of the Collateral Trustee, the Holders or the Trustee). Notwithstanding the foregoing, the Collateral Trustee may, at the expense of the Company, request the written direction of the Holders with respect to any such actions and upon receipt of the written consent of the Holders of twenty five percent (25%) or more in aggregate principal amount of Notes outstanding provided in accordance with this Indenture (subject to the Collateral Trustee being indemnified and/or secured and/or pre-funded to its satisfaction), shall take such actions. Subject to the terms of the Intercreditor Agreement, until the Notes and the other Obligations are discharged in full or are otherwise no longer outstanding, all remedies and Enforcement Actions in respect of the Collateral and any foreclosure actions in respect of any Liens on all or any portion of the Collateral, and all actions, undertakings or consents by the Collateral Trustee in respect of all or any portion of the Collateral, in each case, shall be undertaken solely at the written instruction of the Holders of twenty five percent (25%) or more in aggregate principal amount of Notes outstanding provided in accordance with this Indenture, subject to the Collateral Trustee being indemnified and/or secured and/or pre-funded to its satisfaction.

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(C) Unless expressly provided to the contrary in any Indenture Document, in relation to any Collateral governed by the laws of Switzerland (the “Swiss Security Documents”) or Italian Security Documents, as the case may be:

(i) the Collateral Trustee:

holds:

(1)

any Collateral created or evidenced or expressed to be created or evidenced under or pursuant to a Swiss Security Document by way of a security assignment (Sicherungsabtretung) or transfer for security purposes (Sicherungsübereignung) or any other non-accessory (nicht akzessorische) Collateral;

(2)

the benefit of any Collateral Trustee Claims; and

(3)

any proceeds and other benefits of such Collateral,

(4)

as fiduciary (treuhänderisch) in its own name but for the account of all relevant Notes Secured Parties which have the benefit of such Collateral in accordance with this Indenture and the respective Swiss Security Document and so that they are not available to the personal creditors of the Collateral Trustee; and

In respect of any Italian Security Documents (as defined below) where the relevant Collateral cannot be granted to the Collateral Trustee by way of trust, the Collateral Trustee declares that, in respect of such Italian Security Documents, it shall (to the extent possible under applicable law) hold such Collateral as mandatario con rappresentanza and representative for the security pursuant to article 2414-bis of the Italian Civil Code of the relevant Notes Secured Parties on the terms contained in this Indenture;

(ii) each present and future Notes Secured Party hereby authorizes the Collateral Trustee:

(1)

to (a) accept and execute as its direct representative (direkter Stellvertreter) any Swiss law pledge or any other Swiss law accessory (akzessorische) Collateral created or evidenced or expressed to be created or evidenced under or pursuant to a Swiss Security Document for the benefit of such Notes Secured Party and (b) hold, administer and, if necessary, enforce any such Collateral on behalf of each relevant Notes Secured Party which has the benefit of such Collateral;

(2)

to agree as its direct representative (direkter Stellvertreter) to amendments and alterations to any Swiss Security Document which creates or evidences or expressed to create or evidence a pledge or any other Swiss law accessory (akzessorische) Collateral;

(3)

to effect as its direct representative (direkter Stellvertreter) any release of a Collateral created or evidenced or expressed to be created or evidenced under a Swiss Security Document in accordance with this Indenture; and

(4)

to exercise as its direct representative (direkter Stellvertreter) such other rights granted to the Collateral Trustee hereunder or under the relevant Swiss Security Document;

(iii) each present and future Notes Secured Party hereby authorizes the Collateral Trustee, when acting in its capacity as creditor of the Collateral Trustee Claim, to hold:

(1)

any Swiss law pledge or any other Swiss law accessory (akzessorische) Collateral;

(2)

any proceeds of such Collateral; and

(3)

the benefit of this paragraph and of the Collateral Trustee Claims;

(iv) as creditor in its own right but for the benefit of the Notes Secured Parties in accordance with this Indenture.

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(D) in relation to any Collateral governed by the laws of the Republic of Italy (the “Italian Security Documents”) each present and future Notes Secured Party hereby:

(i) appoints, with the express consent pursuant to articles 1394 and 1395 of the Italian Civil Code, the Collateral Trustee to act as its agent with representative powers (mandatario con rappresentanza) and special attorney-in-fact (procuratore speciale) and representative for the security pursuant to article 2414-bis of the Italian Civil Code so that, acting in the name and on behalf of each Notes Secured Party, but also in its own name and on its own interest, it takes all the actions that it considers proper or necessary as provided under this Indenture and executes, also in the name and on behalf of the Notes Secured Parties, the Italian Security Documents, and the Collateral Trustee hereby accepts such appointment;

(ii) grants the Collateral Trustee the power to negotiate and approve the terms and conditions of such Italian Security Documents and any amendment and/or restatement, confirmation and/or confirmation and extension thereof, execute any other agreement or instrument, give or receive any notice or declaration, identify and specify to third parties the names of the Notes Secured Parties at any given date, collect any and all amounts due to the Notes Secured Parties under each Italian Security Document and take any other action in relation to the creation, perfection, maintenance, confirmation and extension, enforcement and release of the security created thereunder and the performance of the Italian Security Documents, any amendments and/or waivers thereof which is made in accordance with this Indenture and any other such agreement, instrument, notices or declaration, in each case in the name and on behalf of the Notes Secured Parties;

(iii) confirms that the Collateral Trustee is entitled to release any Italian Security Documents upon payment in full of any amounts due thereunder before the expiry of the applicable claw-back or ineffectiveness period, subject to satisfaction of the conditions set out in the relevant Italian Security Documents;

(iv) confirms that in the event that any security created under any Italian Security Documents remains registered in the name of a Notes Secured Party after it has ceased to be a Notes Secured Party, then the Collateral Trustee shall remain empowered to execute a release of such security in its name and on its behalf;

(v) undertakes to grant any power of attorney as it might be needed or appropriate for the Collateral Trustee to act in accordance with and within the limits of this Indenture and any Italian Security Document;

(vi) undertakes to ratify and approve any such action taken in the name and on behalf of the Notes Secured Parties by the Collateral Trustee acting in its appointed capacity;

(vii) confirms that the Collateral Trustee has authority to accept on its behalf the terms of any reliance letter or engagement letter relating to any reports or letters provided in connection with the Italian Security Document or the transactions contemplated therein, to bind it in respect of those reports or letters and to sign that reliance letter or engagement letter on its behalf and, to the extent that reliance letter or engagement letter has already been entered into, ratifies those actions;

(viii) confirms that it accepts the terms and qualifications set out in that reliance letter or engagement letter; and

(ix) acknowledges and agrees that the Collateral Trustee may enter in its name and on its behalf as agent with representative powers (mandatario con rappresentanza) into contractual arrangements pursuant to or in connection with the Italian Security Documents to which the Collateral Trustee is also a party (in its capacity as agent, trustee, mandatario con rappresentanza, representative for the security pursuant to article 2414-bis of the Italian Civil Code or otherwise) and expressly authorizes the Collateral Trustee, pursuant to article 1395 of the Italian Civil Code. The Notes Secured Parties expressly waive any right they may have under article 1394 of the Italian Civil Code in respect of contractual arrangements entered into by the Collateral Trustee in their name and on their behalf pursuant to or in connection with the Italian Security Documents, in each case to the extent legally possible to such Notes Secured Party.

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(E) Notwithstanding anything else to the contrary herein, whenever reference is made in this Indenture to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Trustee or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction, reasonable satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Trustee, it is understood that in all cases the Collateral Trustee shall be fully justified in failing or refusing to take any such action under this Indenture if it shall not have received such written instruction, advice or concurrence of the Holders of twenty five percent (25%) or more in aggregate principal amount of Notes outstanding provided in accordance with this Indenture, subject to the Collateral Trustee being indemnified and/or secured and/or pre-funded to its satisfaction, as it deems appropriate. This provision is intended solely for the benefit of the Collateral Trustee and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

Section 11.04. Parallel Debt

(A) In this Section 11.04:

“Collateral Trustee Claim” has the meaning given to it in Section 11.04(C) below; and

“Notes Secured Party Claim” means any amount which a Company Indenture Party owes to a Notes Secured Party under and in connection with the Indenture Documents.

(B) As relevant, any Collateral created pursuant to a Notes Security Document (other than for any Italian Security Document) is granted to the Collateral Trustee in its individual capacity as an independent creditor of the Collateral Trustee Claim created pursuant to this Section 11.04.(D).

(C) Subject to Section 12.06 (Guarantee Limitations), each Company Indenture Party must pay the Collateral Trustee, as an independent and separate creditor, in its own right and not as a trustee, agent or representative of the other Notes Secured Parties, an amount equal to its Notes Secured Party Claim on its due date when that amount falls due for payment under the relevant Indenture Document (each a “Collateral Trustee Claim”).

(D) Each Collateral Trustee Claim is created on the understanding that the Collateral Trustee must:

(i) share the proceeds of each Collateral Trustee Claim with itself and the other Notes Secured Parties; and

(ii) pay those proceeds to the Notes Secured Parties,

(iii) in accordance with Section 7.11 subject to limitations (if any) expressly provided for in any Notes Security Document.

(E) The Collateral Trustee may, subject to any indemnification and/or prefunding and/or security to its satisfaction and its rights in Section 11.07 (Collateral Trustee), demand and receive payment and enforce performance of any Collateral Trustee Claim in its own name as an independent and separate right. This includes any payment demand, suit, execution, enforcement of security, recovery of guarantees and applications for and voting in respect of any kind of insolvency proceeding. Each Company Indenture Party shall have all objections and defenses against a Collateral Trustee Claim as such Company Indenture Party has against a Notes Secured Party Claim.

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(F) Each Company Indenture Party irrevocably and unconditionally waives any right it may have to require a Notes Secured Party to join in any proceedings as co-claimant with the Collateral Trustee in respect of any Collateral Trustee Claim.

(G) The Collateral Trustee Claims do not limit or affect the existence of the Notes Secured Party Claims for which the Notes Secured Parties have an independent right to demand payment.

(H) Discharge by a Company Indenture Party of a Notes Secured Party Claim will discharge the corresponding Collateral Trustee Claim in the same amount.

(I) Discharge by Company Indenture Party of a Collateral Trustee Claim will discharge the corresponding Notes Secured Party Claim in the same amount.

(J) The aggregate amount of the Collateral Trustee Claims will never exceed the aggregate amount of Notes Secured Party Claims and vice versa.

(K) A defect affecting a Collateral Trustee Claim against a Company Indenture Party will not affect any Notes Secured Party Claim.

(L) A defect affecting a Notes Secured Party Claim against a Company Indenture Party will not affect any Collateral Trustee Claim.

(M) If the Collateral Trustee returns to any Company Indenture Party whether in any kind of insolvency proceedings or otherwise, any recovery in respect of which it has made a payment to a Notes Secured Party, that Notes Secured Party must repay an amount equal to that recovery to the Collateral Trustee; provided that the Collateral Trustee shall have no obligation to make any such return payment until it has received the repayment of the full amount due from the relevant Notes Secured Party.

(N) In no event will the “parallel debt” provisions (including, for the avoidance of doubt, the provisions of this Section 11.05) apply to the Italian Security Documents.

Section 11.05. Release of Collateral

(A) Subject to the terms of the Intercreditor Agreement and to Section 11.05(D), the Liens securing the Obligations on the applicable Collateral shall be automatically terminated and released without further action by any party (other than satisfaction of any requirements in the Notes Security Documents, if any), in whole or in part, as the case may be: (i) upon any disposition of any portion of Collateral in accordance with a disposition permitted under the terms of any Priority Lien Debt Document; provided that Liens on such Collateral under any Priority Lien Debt Document are also released under any such Priority Lien Debt Document substantially concurrently; (ii) upon the full and final payment and performance of all Obligations of the Company Indenture Parties under the Indenture Documents or the satisfaction and discharge of this Indenture and the other Indenture Documents in accordance with Article 9; (iii) as described under Section 8.03; (iv) if the Collateral is owned by a Guarantor, upon release of such Guarantor from its Subsidiary Guarantee of the Obligations in accordance with the provisions hereof and the terms of the Intercreditor Agreement and/or the Priority Lien Debt Document; (v) to the extent the Liens on the Collateral securing the Priority Lien Secured Obligations are released by the First Lien Notes Collateral Trustees (other than a discharge or release by or as a result of payment under such guarantee after the occurrence of a payment default or acceleration thereunder (it being understood that a release subject to a contingent reinstatement is still a release)), upon release of such Liens and (vi) pursuant to the Intercreditor Agreement and the Notes Security Documents.

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(B) Without the necessity of any consent of or notice to the Trustee or any Holder of the Notes, any Company Indenture Party may request and instruct the Collateral Trustee to, on behalf of each Holder of Notes, (i) execute and deliver to any Company Indenture Party, as the case may be, for the benefit of any Person, such release documents as may be reasonably requested, of all or any Liens held by the Collateral Trustee in any Collateral securing the Obligations, and (ii) deliver any such assets in the possession of the Collateral Trustee to any Company Indenture Party, as the case may be; and Collateral Trustee shall as soon as practicable take such actions provided that any such release complies with and is expressly permitted in accordance with the terms of this Indenture, the Notes Security Documents and the Intercreditor Agreement and is accompanied by an Officer’s Certificate and an Opinion of Counsel.

(C) The release of any Collateral from the Liens securing the Obligations or the release of, in whole or in part, the Liens securing the Obligations created by any of the Notes Security Documents will not be deemed to impair the Liens securing the Obligations in contravention of the provisions hereof if and to the extent the Collateral or the Liens securing the Obligations are released pursuant to the terms of this Indenture, the applicable Notes Security Documents and the Intercreditor Agreement. Each of the Holders of the Notes acknowledges that a release of Collateral or Liens securing the Obligations strictly in accordance with the terms of this Indenture, the Notes Security Documents and the Intercreditor Agreement will not be deemed for any purpose to be an impairment of the Notes Security Documents or otherwise contrary to the terms of this Indenture.

(D) The Company shall furnish to the Collateral Trustee and the Trustee on or prior to any proposed releases of Collateral an Officer’s Certificate certifying and an Opinion of Counsel stating that all requirements relating to such release have been complied with and that such release has been authorized by, permitted by and made in accordance with the provisions of this Indenture, the relevant Notes Security Documents and the Intercreditor Agreement. No release of the Collateral shall be effective against the Collateral Trustee, the Trustee or the Holders until the Company has delivered to the Collateral Trustee and the Trustee the Officer’s Certificate and the Opinion of Counsel required under this ‎Section 11.05.

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Section 11.06. Application of Proceeds of Collateral.

(A) Upon any realization upon the Collateral from the exercise of any rights or remedies under any Notes Security Document or any other agreement with any Company Indenture Party which secures any of the Obligations, the proceeds thereof shall, subject to the terms of the Intercreditor Agreement, be applied in accordance with Section 7.11 of this Indenture.

(B) Subject to the terms of the Intercreditor Agreement, each of the Collateral Trustee and the Trustee is authorized and empowered to receive any funds collected or distributed under the Notes Security Documents and to apply and distribute such funds according to the provisions of this Indenture.

Section 11.07. Collateral Trustee.

(A) Subject to the provisions of Section 10.01, neither the Trustee, nor the Collateral Trustee nor any of their respective officers, directors, employees, attorneys or agents shall be responsible or liable (i) for the legality, enforceability, effectiveness or sufficiency of the Notes Security Documents, for the creation, perfection, priority, sufficiency, maintenance, renewal or protection of any Lien, or for any defect or deficiency as to any such matters, or (ii) for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Notes Security Documents or any delay in doing so; except, in the case of the Collateral Trustee, to the extent such action or omission constitutes gross negligence or willful misconduct (as determined by a final order of a court of competent jurisdiction that is not subject to appeal) on the part of the Collateral Trustee, (iii) for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral, (iv) for the legality, enforceability, effectiveness or sufficiency of the Intercreditor Agreement, or (v) for the legality, enforceability, effectiveness or sufficiency of any subordination agreement or other similar agreement entered into in connection with this Indenture.

(B) The rights, privileges, protections, immunities and benefits given to the Trustee under this Indenture, including, without limitation, its right to be indemnified and compensated and all other rights, privileges, protections, immunities and benefits set forth in this Indenture (including those set forth in Article 10), are extended to the Collateral Trustee, and its agents, receivers and attorneys, and shall be enforceable by, the Collateral Trustee, as if fully set forth in this Section 11.07 with respect to the Collateral Trustee, except that the Collateral Trustee shall only be liable for (and shall be indemnified and held harmless to the extent such losses do not constitute) its gross negligence or willful misconduct (as determined by a final order of a court of competent jurisdiction that is not subject to appeal). In acting under any Notes Security Document, the Collateral Trustee shall enjoy the rights, privileges, protections, immunities and benefits that are extended to the Collateral Trustee hereunder. The Collateral Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any such agent appointed with due care.

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(C) Beyond the exercise of reasonable care in the custody of Collateral in its possession, the Collateral Trustee will have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. For the avoidance of doubt, nothing herein shall require the Collateral Trustee to be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Liens on the Collateral. If, at the direction of the Holders of twenty five percent (25%) or more in aggregate principal amount of Notes outstanding provided in accordance with this Indenture (subject to the Collateral Trustee being indemnified and/or secured and/or pre-funded to its satisfaction), the Trustee or Collateral Trustee agrees to (but shall be under no obligation to do so) file or record any Notes Security Documents or any related financing statement or other similar documents, such filing or recording by the Trustee or Collateral Trustee at the direction of the Holders shall be deemed done by Trustee or Collateral Trustee without representation or warranty by the Trustee or the Collateral Trustee (and the Trustee and the Collateral Trustee disclaim any representation or warranty as to the validity, effectiveness, priority, perfection or otherwise). The Collateral Trustee will be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords property held by it as a collateral agent or any similar arrangement, and the Collateral Trustee will not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Trustee in good faith.

(D) The Collateral Trustee shall not have any duty to ascertain or inquire as to the performance or observance of any of the terms of this Indenture or any Indenture Document by the Company or any Company Indenture Party or any other Person that is a party thereto or bound thereby.

(E) The Collateral Trustee shall not be required to acquire title to an asset for any reason and shall not be required to carry out any fiduciary or trust obligation for the benefit of another. The Collateral Trustee is not a fiduciary and shall not be deemed to have assumed any fiduciary obligation. If the Collateral Trustee in its sole discretion believes that any obligation to take or omit to take any action may cause the Collateral Trustee to be considered an “owner or operator” under any Environmental Laws or otherwise cause the Collateral Trustee to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, the Collateral Trustee reserves the right, instead of taking such action, either to resign as Collateral Trustee or to arrange for the transfer of the title or control of the asset to a court appointed receiver. The Collateral Trustee will not be liable to any Person for any environmental liability or any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral Trustee’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any hazardous materials into the environment.

(F) The Collateral Trustee may resign or be replaced in accordance with the procedures set forth in Section 10.07 hereof, except that references to the Trustee in such section shall be deemed to be references to the Collateral Trustee for this purpose. If the Collateral Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will be the successor Collateral Trustee.

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Section 11.08. Appointment of the Collateral Trustee for French Transaction Security Documents.

Without prejudice to, and in addition to, the other provisions of Section 10 and this Section 11, each other Notes Secured Party:

(A) appoints the Collateral Trustee to act as security agent (agent des sûretés) pursuant to articles 2488-6 et seq. of the French Civil Code acting in such a capacity in respect of the French Security Documents (including any lower ranking French Security Documents to be entered into after the date hereof in order to create security in favor of the Notes Secured Parties); and

(B) irrevocably authorizes (and as the case may be directs) the Collateral Trustee acting as security agent (agent des sûretés) within the meaning of article 2488-6 of the French Civil Code without limitation and notwithstanding any other rights conferred upon the Collateral under this Indenture:

(i) to negotiate, accept and execute in its name and for the benefit of each other Notes Secured Party the French Security Documents;

(ii) to take, register, administer and enforce any security interest created or expressed to be created pursuant to a French Security Document and proceed to all relevant filings and notifications in order to ensure the enforceability of the security interests created pursuant to the French Security Documents;

(iii) to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with the French Security Documents and in particular to:

(1) enforce the French Security Documents, and, in connection with any enforcement or any step to be taken in connection with any enforcement, to appoint any expert, to collect any sums, to give good discharge for any amount payable and to make any payment (including any Soulte);

(2) take any action in the interest of the Notes Secured Parties in any proceedings including filing a claim for any debt (déclarer) owed to a Notes Secured Party;

(3) exercise any of the rights, powers, authorities and discretions which the Notes Secured Parties would have had, if they had been parties as beneficiaries under the French Security Documents including (1) giving any instruction to any third party in connection with any security interest created under a French Security Documents, (2) receiving any payment in respect of any security interest created under a French Security Documents, (3) completing any applicable registration requirements in connection with the French Security Documents and (4) receiving any information which a secured creditor is entitled to receive with respect to any Notes Security Property subject to security interest created under a French Security Documents; and

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(4) and more generally to take any action and exercise any right, power, prerogative and discretion upon the Indenture Documents set out in this Indenture or under or in connection with the Notes Security Documents and to protect the rights of the Notes Secured Parties under or in connection with any security interest created thereunder, in each case together with any other right, power, prerogative and discretion which is incidental thereto;

(5) to release the security interest granted under the French Security Documents in accordance with the provisions of Section 11.04; and

(6) to take any action and exercise any right, power, authorities and discretion in accordance with the Indenture Documents,

in each case, in accordance with the Intercreditor Agreement.

(C) Unless expressly provided to the contrary in any French Security Documents, in accordance with the provisions of article 2488-6 of the French Civil Code, the Collateral Trustee shall hold:

(i) any security interest created under a French Security Document;

(ii) the proceeds of any security interest created under a French Security Document; and

(iii) any other rights or assets acquired by the Collateral Trustee in connection with the French Security Documents,

(iv) in its own name (en son nom propre) for the benefit of (au profit de) the Notes Secured Parties (together with any of their successors in title and transferees) on the terms contained in this Indenture. The Collateral Trustee shall hold those rights and assets set out in paragraphs (i) to (iii) above in its capacity as agent des sûretés and those rights and assets shall constitute, in accordance with article 2488-6 of the French Civil Code, an estate (patrimoine affecté) separate from all the Collateral Trustee’s own assets.

(D) In connection with any French Security Documents or any security interest created under a French Security Documents only, it is intended that the Collateral Trustee shall act as agent des sûretés under French law in its relations with any third party, despite the choice of laws of the State of New York as the governing law of this Indenture.

(E) The Collateral Trustee accepts its appointment as “agent des sûretés” pursuant to this Section 11.07 and declares that it holds in its own name the security interest created or expressed to be created pursuant to the French Security Documents in its capacity as Collateral Trustee (agent des sûretés) pursuant to articles 2488-6 et seq. of the French Civil Code for the benefit of the Notes Secured Parties on the terms contained in this Indenture and accordingly any action taken by the Collateral Trustee in connection with or for the purposes of the French Security Documents and the security interest created thereunder in accordance with this Indenture and the French Security Documents shall be deemed to be taken by the Collateral Trustee acting as “agent des sûretés” in its own name and for the benefit of the Notes Secured Parties.

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(F) The Collateral Trustee is under no obligation to file (déclarer) a claim for any debt owed by the Company or any Guarantor to a Notes Secured Party in any insolvency proceedings unless:

(i) each relevant Notes Secured Party instructs the Collateral Trustee to file (déclarer) such a claim;

(ii) the Collateral Trustee has received all information it deems necessary to file that claim (déclaration);

(iii) the Collateral Trustee expressly agrees with each relevant Notes Secured Party to file that claim on that Notes Secured Party’s behalf[; and

(iv) the filing of such claim is in accordance with the terms of the Intercreditor Agreement].

(G) If, the Collateral Trustee enforces a French Security Document by way of Appropriation, the Collateral Trustee shall become, in accordance with the relevant French Security Document and French law, the owner of the Charged Property subject to the appropriation for the benefit of (au profit de) the Notes Secured Parties.

(H) If a Soulte is payable as a result of the enforcement of any security interest created under any French Security Document, the Collateral Trustee shall:

(i) determine, for each Notes Secured Party whose Obligations are discharged by that enforcement, the portion of the Soulte which is attributable to the Notes Secured Party, such amount being in proportion with the amount of that Notes Secured Party’s Secured Liabilities (as such term is defined in the French Security Documents) (its Soulte Portion); and

(ii) promptly notify each relevant Notes Secured Party of its Soulte Portion and the name of each Notes Secured Party which is entitled to receive the Soulte.

(I) In consideration of the Collateral Trustee acting as agent des sûretés in connection with any French Security Documents, the Collateral Trustee, the Company, each Guarantor, each security provider under the Indenture Document and each Notes Secured Party agree that each relevant Notes Secured Party is liable to pay in accordance with the provisions of article 2348 of the French Civil Code and the provisions of the relevant French Security Document, its Soulte Portion to the Company, the Guarantor or the relevant security provider, as applicable, which, before the enforcement by way of transfer of ownership of any Charged Property, was the owner of that Charged Property.

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(J) Each relevant Notes Secured Party shall pay to the Collateral Trustee its Soulte Portion for payment to the Company, the Guarantor or the relevant security provider under the Indenture Document, as applicable, promptly following any request by the Collateral Trustee. In no circumstances shall the Collateral Trustee in its capacity as security agent or agent (as the case may be) be liable for the payment of any Soulte out of its own assets.

(K) The obligations of each Notes Secured Party in respect of the payment of any Soulte are several. Failure by a Notes Secured Party to pay its Soulte Portion under this Section 11.08 does not affect the obligations of any other Notes Secured Party to pay its Soulte Portion under this Section 11.08 and no Notes Secured Party is responsible for the obligations of any other Notes Secured Party under this Section 11.08(K).

(L) The Collateral Trustee may resign, or be required to resign as agent des sûretés, only if the Collateral Trustee resigns or is required to resign as Collateral Trustee under Section 11.07(F) at the same time.

(M) If the Collateral Trustee resigns, or the Majority Holders require the Collateral Trustee to resign under Section 11.07(F):

(i) the Collateral Trustee will be deemed to have resigned from its role as agent des sûretés under this Section 11.08(L); and

(ii) the successor Collateral Trustee shall accept its appointment as agent des sûretés immediately on the successor Collateral Trustee’s appointment under Section 11.07(F).

immediately on its acceptance of its appointment as agent des sûretés under paragraph (ii) above, all rights and assets held by the Collateral Trustee as agent des sûretés will be transferred to the successor Collateral Trustee automatically (de plein droit) in accordance with article 2488-11 of the French Civil Code.

Section 11.09. Appointment of Supplemental Collateral Trustee.

(A) Without limiting paragraphs of this Article 11 hereof, the Company is hereby authorized to appoint an additional individual or institution selected by the Company in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral trustee, sub-trustee, administrative sub-agent or administrative co-agent (any such additional individual or institution being referred to herein individually as a “Supplemental Collateral Trustee” and collectively as “Supplemental Collateral Trustees”) by executing one or more supplemental indentures hereto.

(B) In the event that the Company appoints a Supplemental Collateral Trustee with respect to any Collateral, (i) subject to the terms of the Intercreditor Agreement, each and every right, power, privilege or duty expressed or intended by this Indenture or any of the other Notes Security Documents (other than the rights arising in respect of the Collateral Trust Claims under Section 11.04) to be exercised by or vested in or conveyed to such Supplemental Collateral Trustee with respect to such Collateral shall be exercisable by and vest in such Supplemental Collateral Trustee to the extent, and only to the extent, necessary to enable such Supplemental Collateral Trustee to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Notes Security Documents and necessary to the exercise or performance thereof by such Supplemental Collateral Trustee (other than covenants and obligations relating to the Collateral Trust Claims) shall run to and be enforceable by such Supplemental Collateral Trustee, and (ii) the provisions of this Indenture (and, in particular, this Article 11) that refer to the Collateral Trustee shall inure to the benefit of such Supplemental Collateral Trustee and all references therein to the Collateral Trustee shall be deemed to be references to a Collateral Trustee and/or such Supplemental Collateral Trustee, as the context may require.

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(C) The Company hereby appoints the Philippine Supplemental Collateral Trustee as the collateral trustee in respect of the Philippine Collateral.

(D) The Philippine Supplemental Collateral Trustee agrees, with respect to the Philippine Collateral, (i) subject to the terms of the Intercreditor Agreement, each and every right, power, privilege or duty expressed or intended by this Indenture or the Philippine Security Document (other than the rights arising in respect of the Collateral Trust Claims under Section 11.04) to be exercised by or vested in or conveyed to the Philippine Supplemental Collateral Trustee with respect to the Philippine Collateral shall be exercisable by and vest in the Philippine Supplemental Collateral Trustee to the extent, and only to the extent, necessary to enable the Philippine Supplemental Collateral Trustee to exercise such rights, powers and privileges with respect to the Philippine Collateral and to perform such duties with respect to Philippine Collateral, and every covenant and obligation contained in the Philippine Security Document and necessary to the exercise or performance thereof by the Philippine Supplemental Collateral Trustee (other than covenants and obligations relating to the Collateral Trust Claims) shall run to and be enforceable by the Philippine Supplemental Collateral Trustee, and (ii) the provisions of this Indenture (and, in particular, this Article 11) that refer to the Collateral Trustee shall inure to the benefit of the Philippine Supplemental Collateral Trustee and all references therein to the Collateral Trustee shall be deemed to be references to a Collateral Trustee and/or the Philippine Supplemental Collateral Trustee, as the context may require.

Article 12. GUARANTEES

Section 12.01. Subsidiary Guarantees

(A) Subject to this Article 12, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, as primary obligors and not as a surety, to each Holder (and its successors and assigns) of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes, the Indenture Documents and/or the Obligations of the Company:

(i) that the principal of, interest on, or any other amount payable to the Holders, under the Notes shall be promptly paid in full or performed when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest (including but not limited to any interest, fees, costs or charges that would accrue but for the provisions of applicable Bankruptcy Law after any insolvency proceeding), on the Notes, if any, if lawful; and

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(ii) that in the case of any extension of time of payment or renewal of any Notes or the payment of any other amount payable to the Holders, the same shall be promptly paid in full when due (such obligations in clauses (i) and (ii) being herein collectively called the “Guaranteed Obligations”)

(B) Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the obligations of the Company.

(C) The Guarantors hereby agree that their obligations hereunder shall be absolute, irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the Notes, this Indenture, the Indenture Documents or any other agreement or instrument referred to herein or therein, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a surety of Guarantor, all to the fullest extent permitted by law. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which remain absolute, irrevocable and unconditional under any and all circumstances as described above, to the fullest extent permitted by law:

(i) at any time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;

(ii) any of the acts mentioned in any of the provisions of this Indenture or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;

(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Indenture, Notes, or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

(iv) any Lien or security interest granted to, or in favor of any Holder, the Collateral Trustee or the Trustee as security for any of the Guaranteed Obligations shall fail to be perfected; or

(v) the release of any other Guarantor.

(D) Each Guarantor further, to the fullest extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

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(E) Until terminated in accordance with Section 12.05, each Subsidiary Guarantee shall, to the fullest extent permitted by law, remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation, reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee or other similar officer be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Subsidiary Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(F) Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 7.02 hereof (and shall be deemed to have become automatically due and payable in the circumstances in said Section 7.02) for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such obligations as provided in Section 7.02 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.

(G) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Collateral Trustee in enforcing any rights under the Indenture Documents.

(H) Each Guarantor shall be subrogated to all rights of Holders against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Section 12.01; provided that, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Company under this Indenture, the Notes or the Indenture Documents shall have been paid in full in cash.

(I) Each payment to be made by a Guarantor in respect of its Subsidiary Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

(H) Each Subsidiary Guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held in connection with the Indenture Documents or any of them.

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Section 12.02. Execution and Delivery

(A) To evidence its Subsidiary Guarantee set forth in Section 12.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture) shall be executed on behalf of such Guarantor by one of its authorized officers.

(B) Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 12.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Subsidiary Guarantee on the Notes. If an officer whose signature is on this Indenture (or a supplemental indenture) no longer holds that office at the time the Trustee authenticates a Note, the Subsidiary Guarantee of such Guarantor shall be valid nevertheless.

(C) The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Guarantors.

Section 12.03. [Reserved].

Section 12.04. Releases of Subsidiary Guarantees.

(A) The Subsidiary Guarantee of a Guarantor shall be automatically and unconditionally released: (1) in connection with (x) any disposition (including by way of merger or consolidation) of the Capital Stock of such Guarantor (or the Capital Stock of the direct parent of such Guarantor) to a Person that is not (either before or after giving effect to such transaction) a Company Indenture Party, to the extent such sale is permitted under any Priority Lien Debt Documents or (y) any sale or other disposition of all or substantially all of the properties or assets of that Guarantor, by way of merger, consolidation or otherwise solely to the extent that such sale or other disposition is permitted pursuant to Section 6.01, in each case, only provided that the applicable guarantee of such Guarantor under any Priority Lien Debt Documents is also released under any Priority Lien Debt Documents substantially at the same time; (2) the liquidation or dissolution of such Guarantor; provided that no Event of Default occurs as a result thereof or has occurred or is continuing; (3) upon satisfaction and discharge of this Indenture and the other Indenture Documents in accordance with Article 9; or (4) upon payment of the Obligations in full in immediately available funds.

(B) Upon delivery by the Company to the Trustee of an Officer’s Certificate or an Opinion of Counsel to the effect that any of the conditions described in the foregoing clauses (1), (2), or (3) of Section 12.04(A) has occurred and the conditions precedent to such transactions provided for in this Indenture have been complied with, the Trustee shall promptly execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest, premium, if any, on, the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 12.

(C) Further, the Subsidiary Guarantees are not convertible and will automatically terminate when the Notes are all converted in full in accordance with Article 5.

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Section 12.05. Instrument for the Payment of Money.

(A) Each Guarantor hereby acknowledges that the guarantee in this Article 12 constitutes an instrument for the payment of money, and consents and agrees that any Holder (to the extent that the Holder is otherwise entitled to exercise rights and remedies hereunder) or the Trustee, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213 to the extent permitted thereunder.

Section 12.06. Limitation on Guarantor Liability

(A) Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of any bankruptcy law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or any comparable laws in any other jurisdiction to the extent applicable to any Subsidiary Guarantee. The obligations of each Guarantor under its Subsidiary Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law or any comparable laws in any other jurisdiction and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.

(B) Limitation with respect to Swiss Guarantors

(i) If and to the extent a Guarantor incorporated in Switzerland (a “Swiss Guarantor”) becomes directly or indirectly liable under this Indenture or any other Indenture Documents for obligations of any other Company Indenture Party (other than the wholly owned direct or indirect subsidiaries of such Swiss Guarantor) (the “Restricted Obligations”) and if complying with such obligations would constitute a repayment of capital (Einlagerückgewähr), a violation of the legally protected reserves (gesetzlich geschützte Reserven) or the payment of a (constructive) dividend (Gewinnausschüttung) by such Swiss Guarantor or would otherwise be restricted under Swiss law and practice then applicable, such Swiss Guarantor’s aggregate liability for Restricted Obligations shall not exceed the amount of the Swiss Guarantor’s freely disposable equity (frei verfügbares Eigenkapital) at the time it becomes liable including, without limitation, any statutory reserves which can be transferred into unrestricted, distributable reserves, in accordance with Swiss law (the “Freely Disposable Amount”).

(ii) This limitation shall only apply to the extent it is a requirement under applicable law at the time the Swiss Guarantor is required to perform Restricted Obligations under any Indenture Document. Such limitation shall not free the Swiss Guarantor from its obligations in excess of the Freely Disposable Amount, but merely postpone the performance date thereof until such times when the Swiss Guarantor has again freely disposable equity.

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(iii) If the enforcement of the obligations of the Swiss Guarantor under any Indenture Documents would be limited due to the effects referred to in this Indenture, the Swiss Guarantor shall further, to the extent permitted by applicable law and Swiss accounting standards and upon request by the Collateral Trustee, (i) write up or sell any of its assets that are shown in its balance sheet with a book value that is significantly lower than the market value of the assets, in case of sale, however, only if such assets are not necessary for the Swiss Guarantor’s business (nicht betriebsnotwendig) and (ii) reduce its share capital to the minimum allowed under then applicable law, provided that such steps are permitted under the Indenture Documents.

(iv) The Swiss Guarantor and any holding company of the Swiss Guarantor which is a party to an Indenture Document shall procure that the Swiss Guarantor will take and will cause to be taken all and any action as soon as reasonably practicable but in any event within 30 Business Days from the request of the Collateral Trustee, including, without limitation, (i) the passing of any shareholders’ resolutions to approve any payment or other performance under this Indenture or any other Indenture Document, (ii) the provision of an audited interim balance sheet, (iii) the provision of a determination by the Swiss Guarantor of the Freely Disposable Amount based on such audited interim balance sheet, (iv) the provision of a confirmation from the auditors of the Swiss Guarantor that a payment of the Swiss Guarantor under the Indenture or any other Indenture Documents in an amount corresponding to the Freely Disposable Amount is in compliance with the provisions of Swiss corporate law which are aimed at protecting the share capital and legal reserves, and (v) the obtaining of any other confirmations which may be required as a matter of Swiss mandatory law in force at the time the Swiss Guarantor is required to make a payment or perform other obligations under this Indenture or any other Indenture Document, in order to allow a prompt payment in relation to Restricted Obligations with a minimum of limitations.

(v) If so required under applicable law (including tax treaties) at the time it is required to make a payment under this Indenture and any Indenture Document, the Swiss Guarantor:

(1) shall use its best efforts to ensure that such payments can be made without deduction of Swiss Withholding Tax, or with deduction of Swiss Withholding Tax at a reduced rate, by discharging the liability to such tax by notification pursuant to applicable law (including tax treaties) rather than payment of the tax;

(2) shall deduct the Swiss Withholding Tax at such rate (being 35% on the date hereof) as in force from time to time if the notification procedure pursuant to sub-paragraph (a) above does not apply; or shall deduct the Swiss Withholding Tax at the reduced rate resulting after discharge of part of such tax by notification if the notification procedure pursuant to sub-paragraph (a) applies for a part of the Swiss Withholding Tax only; and shall pay within the time allowed any such taxes deducted to the Swiss Federal Tax Administration; and

(3) shall promptly notify the Collateral Trustee that such notification or, as the case may be, deduction has been made, and provide the Collateral Trustee with evidence that such a notification of the Swiss Federal Tax Administration has been made or, as the case may be, such taxes deducted have been paid to the Swiss Federal Tax Administration.

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(vi) In the case of a deduction of Swiss Withholding Tax, the Swiss Guarantor shall use its best efforts to ensure that any person that is entitled to a full or partial refund of the Swiss Withholding Tax deducted from such payment under this Indenture or any Indenture Documents, will, as soon as possible after such deduction:

(1) request a refund of the Swiss Withholding Tax under applicable law (including tax treaties), and

(2) pay to the Collateral Trustee upon receipt any amount so refunded.

The Collateral Trustee shall co-operate with the Swiss Guarantor to secure such refund.

(vii) To the extent the Swiss Guarantor is required to deduct Swiss Withholding Tax pursuant to this Indenture or any other Indenture Documents, and if the Freely Disposable Amount is not fully utilised, the Swiss Guarantor will be required to pay an additional amount so that after making any required deduction of Swiss Withholding Tax the aggregate net amount paid to the Collateral Trustee is equal to the amount which would have been paid if no deduction of Swiss Withholding Tax had been required, provided that the aggregate amount paid (including the additional amount) shall in any event be limited to the Freely Disposable Amount. If a refund is made to a Notes Secured Party, such Notes Secured Party shall transfer the refund so received to the Swiss Guarantor, subject to any right of set-off of such Notes Secured Party pursuant to the Indenture Documents.

Section 12.07. “Trustee” to Include Paying Agent

(A) In case at any time any Paying Agent other than the Trustee shall have been appointed and be then acting hereunder, the term “Trustee” as used in this Article 12 shall in each case (unless the context shall otherwise require) be construed as extending to and including such Paying Agent within its meaning as fully and for all intents and purposes as if such Paying Agent were named in this Article 12 in place of the Trustee.

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Article 13. MISCELLANEOUS

Section 13.01. Notices.

Any notice or communication by any Company Indenture Party or the Trustee, Collateral Trustee and Note Agent to the other must be provided in writing and will be deemed to have been duly given in writing if delivered in person or by first class mail (registered or certified, return receipt requested), facsimile transmission, electronic transmission or other similar means of unsecured electronic communication or overnight air courier guaranteeing next day delivery, or to the other’s address, which initially is as follows:

If to any Company Indenture Party:

Maxeon Solar Technologies, Ltd.

8 Marina Boulevard, #05-02

Marina Bay Financial Centre

018981, Singapore

Attention: Chief Legal Officer

Telephone: (480) 734 - 1234

Email address: lindsey.wiedmann@maxeon.com

with a copy (which will not constitute notice) to:

White & Case

16^th floor, York House, The Landmark

15 Queen’s Road Central

Hong Kong

Attention: Jessica Zhou; Kaya Proudian

Email: jessica.zhou@whitecase.com; kproudian@whitecase.com

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If to the Trustee:

Deutsche Bank Trust Company Americas

1 Columbus Circle, 17th Floor

Mail Stop:NYC01-1710

New York, NY 10019

Facsimile: (732) 578-4635

Attention: Corporates Team, Maxeon Solar Technologies Ltd. – AA6573

If to the Collateral Trustee:

DB Trustees (Hong Kong) Limited
Level 60, International Commerce Centre

1 Austin Road West

Kowloon, Hong Kong

Facsimile No.: +852 2203 7320
Attention: The Directors

E-mail: debtagency.hkcsg@list.db.com

If to the Philippine Supplemental Collateral Trustee:

Rizal Commercial Banking Corporation – Trust and Investments Group

9^th Floor, Yuchengco Tower

RCBC Plaza, 6819 Ayala Avenue

Makati City, Philippines 0727

Attention: Mr. Ryan Roy W. Sinaon

Telephone: 63 (02) 8894-9000 local 1278

E-mail: rwsinaon@rcbc.com

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Any Company Indenture Party, the Trustee, the Collateral Trustee or the Philippine Supplemental Collateral Trustee, by notice to the other, may designate additional or different addresses (including facsimile numbers and electronic addresses) for subsequent notices or communications.

All notices and communications (other than those sent to Holders) will be deemed to have been duly given: (A) at the time delivered by hand, if personally delivered; (B) five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; (C) when receipt acknowledged, if transmitted by facsimile, electronic transmission or other similar means of unsecured electronic communication; and (D) the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

All notices or communications required to be made to a Holder pursuant to this Indenture must be made in writing and will be deemed to be duly sent or given in writing if mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery, to its address shown on the Register; provided, however, that a notice or communication to a Holder of a Global Note may, but need not, instead be sent pursuant to the Depositary Procedures (in which case, such notice will be deemed to be duly sent or given in writing). The failure to send a notice or communication to a Holder, or any defect in such notice or communication, will not affect its sufficiency with respect to any other Holder.

If the Trustee is then acting as the Depositary’s custodian for the Notes, then, at the reasonable request of the Company to the Trustee, the Trustee will cause any notice prepared by the Company to be sent to any Holder(s) pursuant to the Depositary Procedures, provided such request is evidenced in a Company Order delivered, together with the text of such notice, to the Trustee at least two (2) Business Days before the date such notice is to be so sent. For the avoidance of doubt, such Company Order need not be accompanied by an Officer’s Certificate or Opinion of Counsel. The Trustee will not have any liability relating to the contents of any notice that it sends to any Holder pursuant to any such Company Order.

If a notice or communication is mailed or sent in the manner provided above within the time prescribed, it will be deemed to have been duly given, whether or not the addressee receives it.

Notwithstanding anything to the contrary in this Indenture or the Notes, (A) whenever any provision of this Indenture requires a party to send notice to another party, no such notice need be sent if the sending party and the recipient are the same Person acting in different capacities; and (B) whenever any provision of this Indenture requires a party to send notice to more than one receiving party, and each receiving party is the same Person acting in different capacities, then only one such notice need be sent to such Person.

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Facsimile, documents executed, scanned and transmitted electronically and electronic signatures, including those created or transmitted through a software platform or application, will be deemed original signatures for purposes of this Indenture and all matters and agreements related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Indenture or any instrument, agreement or document necessary for the consummation of the transactions contemplated by this Indenture or related hereto or thereto (including addendums, amendments, notices, instructions, communications with respect to the delivery of securities or the wire transfer of funds or other communications) (“Executed Documentation”) may be accepted, executed or agreed to through the use of an electronic signature in accordance with applicable laws, rules and regulations in effect from time to time applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed or agreed to in conformity with such laws, rules and regulations will be binding on all parties to this Indenture to the same extent as if it were physically executed and each party hereby consents to the use of any third-party electronic signature capture service providers as may be reasonably chosen by a signatory hereto or thereto. When the Trustee, Collateral Trustee or a Note Agent acts on any Executed Documentation sent by electronic transmission, the Trustee, Collateral Trustee or Note Agent will not be responsible or liable for any losses, costs or expenses arising directly or indirectly from its reliance upon and compliance with such Executed Documentation, notwithstanding that such Executed Documentation (A) may not be an authorized or authentic communication of the party involved or in the form such party sent or intended to send (whether due to fraud, distortion or otherwise); or (B) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it is understood and agreed that the Trustee, Collateral Trustee and each Note Agent will conclusively presume that Executed Documentation that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methods, including the risk of the Trustee, Collateral Trustee or a Note Agent acting on unauthorized instructions and the risk of interception and misuse by third parties.

Section 13.02. Delivery Of Officer’s Certificate And Opinion Of Counsel As To Conditions Precedent.

Upon any request or application by the Company to the Trustee or to the Collateral Trustee to take any action under this Indenture (other than the initial authentication of Notes under this Indenture), the Company will furnish to the Trustee and the Collateral Trustee:

(A) an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee and the Collateral Trustee that complies with Section 13.03 and states that, in the opinion of the signatory thereto, all conditions precedent and covenants, if any, provided for in this Indenture relating to such action have been satisfied; and

(B) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee that complies with Section 13.03 and states that, in the opinion of such counsel, all such conditions precedent and covenants, if any, have been satisfied.

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Section 13.03. Statements Required In Officer’s Certificate And Opinion Of Counsel.

Upon any application or request by the Company to the Trustee to take or refrain from taking 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 provisions of the Trust Indenture Act made a part of this Indenture and hereunder. Each such certificate or opinion shall be given in the form of an Officer’s Certificate, if to be given by an Officer of the Company, or 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.

Each Officer’s Certificate (other than an Officer’s Certificate pursuant to Section 3.06) or Opinion of Counsel with respect to compliance with a covenant or condition provided for in this Indenture will include:

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

(B) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion therein are based;

(C) a statement that, in the opinion of such signatory, he, she or it has made such examination or investigation as is necessary to enable him, her or it to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(D) a statement as to whether, in the opinion of such signatory, such covenant or condition has been complied with.

Any certificate, statement or opinion of an Officer of the Company or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants in the employ of the Company, unless such officer or counsel, as the case may be, knows that the certificate or opinion or representations with respect to the accounting matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous.

Any certificate or opinion of any independent firm of public accountants filed with the Trustee shall contain a statement that such firm is independent.

Section 13.04. Rules By The Trustee, The Registrar And The Paying Agent.

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

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Section 13.05. No Personal Liability Of Directors, Officers, Employees And Shareholders.

No past, present or future director, officer, employee, incorporator or shareholder of any Company Indenture Party, as such, will have any liability for any obligations of such Company Indenture Party under this Indenture, the Intercreditor Agreement or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

Section 13.06. Governing Law; Waiver Of Jury Trial.

THIS INDENTURE AND THE NOTES, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE OR THE NOTES, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY INDENTURE PARTIES, THE TRUSTEE AND THE COLLATERAL TRUSTEE IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED BY THIS INDENTURE OR THE NOTES.

Section 13.07. Submission To Jurisdiction.

Any legal suit, action or proceeding arising out of or based upon this Indenture or the transactions contemplated by this Indenture may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York, in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth in Section 13.01 will be effective service of process for any such suit, action or proceeding brought in any such court. Each of the Company Indenture Parties, the Trustee, the Collateral Trustee and Holders (by its acceptance of any Note) irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waives and agrees not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum.

Section 13.08. No Adverse Interpretation Of Other Agreements.

Neither this Indenture nor the Notes may be used to interpret any other indenture, note, loan or debt agreement of the Company or its Subsidiaries or of any other Person, and no such indenture, note, loan or debt agreement may be used to interpret this Indenture or the Notes.

139

Section 13.09. Successors.

All agreements of each Company Indenture Parties in this Indenture and the Notes will bind its successors. All agreements of the Trustee and the Collateral Trustee in this Indenture will bind their respective successors.

Section 13.10. Force Majeure.

The Trustee, Collateral Trustee and each Note Agent will not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility under this Indenture or the Notes by reason of any occurrence beyond its control (including any act or provision of any present or future law or regulation or governmental authority, act of God or war, civil unrest, epidemic, pandemic, local or national disturbance or disaster, act of terrorism or unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility).

Section 13.11. U.S.A. Patriot Act.

In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States (“Applicable Terrorism Law”), the Trustee, Collateral Trustee and the Note Agents are required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Trustee, Collateral Trustee and/or the Note Agents. Accordingly, each of the Company Indenture Parties (including any Person that executes an agreement to become a Guarantor) agrees to provide to the Trustee, Collateral Trustee or any of the Note Agents (or any additional party that executes an agreement to become party to this Indenture as a trustee, a collateral trustee or a note agent) upon its request from time to time such documentation as may be available for such party in order to enable the Trustee, the Collateral Trustee or any of the Note Agents (or any such additional party) to comply with Applicable Terrorism Law.

Section 13.12. Calculations.

Except as otherwise provided in this Indenture, the Company will be responsible for making all calculations called for under this Indenture or the Notes, including, but not limited to, determinations of the Share Price, the Last Reported Sale Price, the Daily Conversion Value, the Daily Cash Amount, the Daily Share Amount, accrued interest on the Notes, the Conversion Rate, the Conversion Price, the Make-Whole Share Amount and the Interest Make-Whole Amount.

The Company will make all calculations in good faith, and, absent manifest error, its calculations will be final and binding on all Holders. The Company will provide a schedule of its calculations to the Trustee and the Conversion Agent, and each of the Trustee and the Conversion Agent may rely conclusively on the accuracy of the Company’s calculations without independent verification. The Trustee will promptly forward a copy of each such schedule to a Holder upon its written request therefor.

140

Section 13.13. Severability.

If any provision of this Indenture or the Notes is invalid, illegal or unenforceable, then the validity, legality and enforceability of the remaining provisions of this Indenture or the Notes will not in any way be affected or impaired thereby.

Section 13.14. Counterparts.

The parties may sign any number of copies of this Indenture. Each signed copy will be an original, and all of them together represent the same agreement. Delivery of an executed counterpart of this Indenture by facsimile, electronically in portable document format or in any other format will be effective as delivery of a manually executed counterpart.

Section 13.15. Table Of Contents, Headings, Etc.

The table of contents and the headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions of this Indenture.

Section 13.16. Service Of Process.

The Company Indenture Parties irrevocably appoint [Corporation Service Company], which currently maintains an office at [19 West 44^th Street, Suite 200, New York, New York 10036, United States of America], as their authorized agent in the City of New York upon which process may be served in any suit, action or proceeding referred to in Section 13.07, and agrees that service of process upon such agent, and written notice of such service to the Company Indenture Parties, as applicable, by the person serving the same to Maxeon Solar Technologies, Ltd., Maxeon Solar Technologies, Pte. Ltd., 51 Rio Robles, San Jose, California 95134, Attention: General Counsel, will be in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company Indenture Parties agree to take any and all reasonable action as may be necessary to maintain such designation and appointment of such agent in full force and effect until the date that is six (6) months after the Maturity Date. If, for any reason, such agent ceases to be such agent for service of process, then the Company Indenture Parties will promptly appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Holders and the Trustee a copy of the new agent’s acceptance of that appointment within ten (10) Business Days of such acceptance. Nothing in this Section 13.16 will affect the right of the Trustee, any Note Agent or any Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company Indenture Parties in any other court of competent jurisdiction. To the extent that the Company Indenture Parties have or hereafter may acquire any sovereign or other immunity from jurisdiction of any court or from any legal process with respect to itself or its property, the Company Indenture Parties irrevocably waive such immunity in respect of their obligations under this Indenture or under any Note.

141

Section 13.17. Provision Required By Trust Indenture Act to Control.

If and to the extent that any provision of this Indenture limits, qualifies or conflicts with duties imposed by, or with another provision (an “incorporated provision”) included in this Indenture by operation of Sections 310 to 3178, inclusive, of the Trust Indenture Act, such imposed duties or incorporated provision shall control.

Section 13.18. U.S. FEDERAL INCOME TAX MATTERS.

(A) The Company Indenture Parties (in each case solely to the extent such applicable Company Indenture Party is required to take a position pursuant to applicable law) and the Holders intend, for U.S. federal (and applicable state and local) income tax purposes, (i) to treat each of the Tranche A Notes and the Tranche B Notes as a separate issue of indebtedness for U.S. federal (and applicable state and local) income tax purposes, neither of which are “contingent payment debt instruments” within the meaning of U.S. Treasury regulations Section 1.1275-4; and (ii) to treat any adjustment to the Conversion Price of the Notes as being made pursuant to a “bona fide, reasonable, adjustment formula” within the meaning of U.S. Treasury regulations Section 1.305-7(b) (except to the extent otherwise required pursuant to the last sentence of Treasury regulations Section 1.305-7(b)(1) or other applicable U.S. federal income tax law or regulation), and shall not take any position for U.S. federal (and applicable state and local) income tax purposes inconsistent with the foregoing clauses (i) and (ii), in each case, except to the extent otherwise required by a change in law or a “determination” within the meaning of Section 1313(a) of the Internal Revenue Code of 1986.

Article 14. Intercreditor arrangements

Section 14.01. Intercreditor Agreement

(A) The Indenture is entered into with the benefit of, and subject to the terms of, the Intercreditor Agreement and each Holder, by accepting a Note, shall be deemed to have agreed to, and accepted the terms and conditions of, the Intercreditor Agreement, to have authorized the Collateral Trustee to enter into the Intercreditor Agreement on its behalf, and to have agreed that the Trustee and the Collateral Trustee shall be bound by the Intercreditor Agreement, as well as the Indenture. The rights, duties and benefits of the Trustee and the Collateral Trustee are governed by the Indenture and the Intercreditor Agreement. For the avoidance of doubt, to the extent any provision of the Intercreditor Agreement conflicts with the express provisions of this Indenture, the provisions of the Intercreditor Agreement shall govern and be controlling.

Section 14.02. Additional Intercreditor Agreement

(A) At the request of the Company, at the time of, or prior to, the incurrence of any Indebtedness that is permitted to share the Collateral or that is otherwise permitted to be incurred under this Indenture, the Company, the relevant Guarantors, the Trustee and the Collateral Trustee will (without the consent of Holders), to the extent authorized and permitted under the Intercreditor Agreement, enter into such amendments, supplements or agreements as necessary to add the obligees of such Indebtedness and/or any representative(s) thereof as party to the Intercreditor Agreement, or an additional Intercreditor Agreement (the “Additional Intercreditor Agreement”); provided that such amendments, supplements, agreements or such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Trustee or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Trustee under the Indenture or the Intercreditor Agreement.

142

(B) At the written direction of the Company and without the consent of the Holders, the Trustee and the Collateral Trustee, to the extent authorized and permitted under the Intercreditor Agreement, shall upon the written direction of the Company from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Company or any Company Indenture Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) [allow any successor Trustee and/or Collateral Trustee to accede as a party thereto;] or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Collateral Trustee or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Trustee under the Indenture or the Intercreditor Agreement.

(C) In executing any execution of the Additional Intercreditor Agreement or the amendments or supplements of the Intercreditor Agreement in accordance with this Section 14.02, the Trustee and the Collateral Trustee, as the case may be will be entitled to receive, and (subject to Sections 10.01 and 10.02) will be fully protected in relying on, an Officer’s Certificate and an Opinion of Counsel, provided in accordance with Section 13.02, each stating that (A) the execution and delivery of such Additional Intercreditor Agreement or such amendments or supplements of the Intercreditor Agreement is authorized or permitted by this Indenture; and (B) in the case of the Opinion of Counsel, such Additional Intercreditor Agreement, or such amendments or supplements of the Intercreditor Agreement is valid, binding and enforceable against the Company in accordance with its terms.

(D) Each Holder, by accepting a Note, will be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement and each Additional Intercreditor Agreement (in each case as may be amended or supplemented from time to time in accordance with the terms of this Indenture, the Intercreditor Agreement or other Indenture Documents), to have authorized the Trustee and the Collateral Trustee to become a party to any such Intercreditor Agreement, and Additional Intercreditor Agreement, and any amendment referred to in Article 8 and the Trustee or the Collateral Trustee will not be required to seek the consent of any Holders to perform their respective obligations under and in accordance with this Article 14.

[The Remainder of This Page Intentionally Left Blank; Signature Page Follows]

143

IN WITNESS WHEREOF, the parties to this Indenture have caused this indenture to be duly executed as of the date first written above.

	Issuer:

	MAXEON SOLAR TECHNOLOGIES, LTD.

	By:
		Name:
		Title:

	Guarantors:

	SUNPOWER CORPORATION LIMITED

	By:
		Name:
		Title:

	SUNPOWER ENERGY CORPORATION LIMITED

	By:
		Name:
		Title:

[Signature Page to Second Lien Indenture]

	SUNPOWER MANUFACTURING CORPORATION LIMITED

	By:
		Name:
		Title:

	MAXEON ROOSTER HOLDCO, LTD.

	By:
		Name:
		Title:

	MAXEON SOLAR PTE. LTD.

	By:
		Name:
		Title:

	SUNPOWER BERMUDA HOLDINGS

	By:
		Name:
		Title:

[Signature Page to Second Lien Indenture]

	SUNPOWER TECHNOLOGY LTD.

	By:
		Name:
		Title:

	SUNPOWER PHILIPPINES MANUFACTURING LTD.

	By:
		Name:
		Title:

	ROOSTER BERMUDA DRE, LLC

	By:
		Name:
		Title:

	SUNPOWER SYSTEMS SÀRL

	By:
		Name:
		Title:

[Signature Page to Second Lien Indenture]

	Trustee:

	DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE, REGISTRAR, PAYING AGENT, CONVERSION AGENT

	By:
		Name:
		Title:

	By:
		Name:
		Title:

[Signature Page to Second Lien Indenture]

	Collateral Trustee:

	DB TRUSTEES (HONG KONG) LIMITED, AS COLLATERAL TRUSTEE

	By:
		Name:
		Title:

	By:
		Name:
		Title:

[Signature Page to Second Lien Indenture]

	Philippine Supplemental Collateral Trustee:

	RIZAL COMMERCIAL BANKING CORPORATION – TRUST AND INVESTMENTS GROUP, AS PHILIPPINE SUPPLEMENTAL COLLATERAL TRUSTEE

	By:
		Name:
		Title:

	By:
		Name:
		Title:

[Signature Page to Second Lien Indenture]

EXHIBIT A-1

FORM OF TRANCHE A NOTE

[Insert Global Note Legend, if applicable]

Insert Restricted Note Legend, if applicable]

[THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THE NOTES WERE ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (“OID”) WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. NOTEHOLDERS MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF ANY OID, THE ISSUE PRICE, THE ISSUE DATE, AND THE YIELD TO MATURITY RELATING TO THE NOTES BY CONTACTING THE COMPANY.]

Maxeon Solar Technologies, Ltd.

Adjustable-Rate Convertible Second Lien Senior Secured Note due 202[8]

CUSIP No.: [ ][Insert for a “unrestricted”/“restricted” CUSIP number:^*]

Certificate No. [ ]

ISIN No.: [ ][Insert for a “unrestricted”/“restricted” ISIN number: ^*]

Maxeon Solar Technologies, Ltd., a company incorporated in Singapore, for value received, promises to pay to Cede & Co., or its registered assigns, the principal sum of [___] dollars ($[ ]) [(as revised by the attached Schedule of Exchanges of Interests in the Global Note)]^† on [●], 202[●] and to pay interest thereon, as provided in the Indenture referred to below, until the principal and all accrued and unpaid interest are paid or duly provided for.

Interest Payment Dates: [●] and [●] of each year, commencing on [●], 2024, unless otherwise provided in the definition of “Interest Payment Date.”

Regular Record Dates: [●] and [●].

Additional provisions of this Note are set forth on the other side of this Note.

[The Remainder of This Page Intentionally Left Blank; Signature Page Follows]

^*	This Note will be deemed to be identified by CUSIP No. [____] and ISIN No. [____] from and after such time when the Company delivers, pursuant to Section 2.12 of the within-mentioned Indenture, written notice to the Trustee of the deemed removal of the Restricted Note Legend affixed to this Note.

^†	Insert bracketed language for Global Notes only.

A1-1

IN WITNESS WHEREOF, Maxeon Solar Technologies, Ltd. has caused this instrument to be duly executed as of the date set forth below.

	Maxeon Solar Technologies, Ltd.

Date:	By:
		Name:
		Title:

A1-2

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

Deutsche Bank Trust Company Americas, as Trustee, certifies that this is one of the Notes referred to in the within-mentioned Indenture.

Date:			By:
				Authorized Signatory

A1-3

Maxeon Solar Technologies, Ltd.

Adjustable-Rate Convertible Second Lien Senior Note due 202[8]

This Note is one of a duly authorized issue of notes of Maxeon Solar Technologies, Ltd., a company incorporated in Singapore (the “Company”), designated as its Adjustable-Rate Convertible Second Lien Senior Notes due 202[8] (the “Notes”), all issued or to be issued pursuant to an indenture, dated as of [●], 2024 (as the same may be amended from time to time, the “Indenture”), between the Company, the Guarantors from time to time party thereto and Deutsche Bank Trust Company Americas, a New York Banking Corporation as Trustee and as DB Trustees (Hong Kong) Limited as Collateral Trustee and Rizal Commercial Banking Corporation – Trust and Investment Group as Philippine Supplemental Collateral Trustee. Capitalized terms used in this Note without definition have the respective meanings ascribed to them in the Indenture.

The Indenture sets forth the rights and obligations of the Company, the Trustee and the Holders and the terms of the Notes. The Notes are secured pursuant to the terms of the Indenture, the Intercreditor Agreement (as defined in the Indenture) and the Notes Security Documents referred to in the Indenture and subject to the Priority Liens as defined in the Indenture. Notwithstanding anything to the contrary in this Note, to the extent that any provision of this Note conflicts with the provisions of the Indenture, the provisions of the Indenture will control.

1. Interest. This Note will accrue interest at a rate and in the manner set forth in Section 2.05 of the Indenture. Stated Interest on this Note will begin to accrue from, and including, [●], 2024.

2. Maturity. This Note will mature on [January 15], 202[8], unless earlier repurchased, redeemed or converted.

3. Method of Payment. Cash amounts due on this Note will be paid in the manner set forth in Section 2.04 of the Indenture. Interest payable in PIK Notes or payment of interest in Ordinary Shares will be paid in the manner set forth in Section 2.04.

4. Persons Deemed Owners. The Holder of this Note will be treated as the owner of this Note for all purposes.

5. Denominations; Transfers and Exchanges. All Notes will be in registered form, without coupons, in principal amounts equal to any Authorized Denominations. Subject to the terms of the Indenture, the Holder of this Note may transfer or exchange this Note by presenting it to the Registrar and delivering any required documentation or other materials.

6. Right of Holders to Require the Company to Repurchase Notes upon a Fundamental Change. If a Fundamental Change occurs, then each Holder will have the right to require the Company to repurchase such Holder’s Notes (or any portion thereof in an Authorized Denomination) for cash in the manner, and subject to the terms, set forth in Section 4.02 of the Indenture.

A1-4

7. Redemption of the Notes. The Notes will be subject to Redemption for cash in the manner, and subject to the terms, set forth in Section 4.03 of the Indenture.

8. Optional Exchange of the Notes. A portion of the Notes may be subject to Optional Exchange for the Optional Exchange Consideration in the manner, and subject to the terms, set forth in Section 4.04 of the Indenture.

9. Limitation on Conversion and Optional Exchange. Any conversion (including in connection with the Optional Exchange) of any Note is subject to Section 4.05 of the Indenture.

10. Conversion. The Holder of this Note may convert this Note into Conversion Consideration in the manner, and subject to the terms, set forth in Article 5 of the Indenture.

11. When the Company May Merge, Etc. Article 6 of the Indenture places certain restrictions on the Company and the Guarantors’ ability to be a party to a Business Combination Event.

12. Defaults and Remedies. If an Event of Default occurs, then the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding may (and, in certain circumstances, will automatically) become due and payable in the manner, and subject to the terms, set forth in Article 7 of the Indenture.

13. Amendments, Supplements and Waivers. The Company and the Trustee may amend or supplement the Indenture or the Notes or waive compliance with any provision of the Indenture or the Notes in the manner, and subject to the terms, set forth in Section 7.05 and Article 8 of the Indenture.

14. No Personal Liability of Directors, Officers, Employees and Shareholders. No past, present or future director, officer, employee, incorporator or shareholder of the Company, as such, will have any liability for any obligations of the Company under the Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

15. Authentication. No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually or electronically signs the certificate of authentication of such Note.

16. Abbreviations. Customary abbreviations may be used in the name of a Holder or its assignee, such as TEN COM (tenants in common), TEN ENT (tenants by the entireties), JT TEN (joint tenants with right of survivorship and not as tenants in common), CUST (custodian), and U/G/M/A (Uniform Gift to Minors Act).

17. Governing Law. THIS NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS NOTE, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

* * *

A1-5

To request a copy of the Indenture, which the Company will provide to any Holder at no charge, please send a written request to the following address:

Maxeon Solar Technologies, Ltd.

8 Marina Boulevard, #05-02

Marina Bay Financial Centre

018981, Singapore

Attention: General Counsel

A1-6

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE^*

INITIAL PRINCIPAL AMOUNT OF THIS GLOBAL NOTE: $[●]

The following exchanges, transfers or cancellations of this Global Note have been made:

Date	Amount of Increase (Decrease) in Principal Amount of this Global Note	Principal Amount of this Global Note After Such Increase (Decrease)	Signature of Authorized Signatory of Trustee

*	Insert for Global Notes only.

A1-7

CONVERSION NOTICE

Maxeon Solar Technologies, Ltd.

Adjustable-Rate Convertible Second Lien Senior Secured Notes due 202[8]

Subject to the terms of the Indenture, by executing and delivering this Conversion Notice, the undersigned Holder of the Note identified below directs the Company to convert (check one):

☐

the entire principal amount of

☐

$_____________^* aggregate principal amount of

the Note identified by CUSIP No._____________ and Certificate No.___________.

The undersigned acknowledges that if the Conversion Date of a Note to be converted is after a Regular Record Date and before the next Interest Payment Date, then such Note, when surrendered for conversion, must, in certain circumstances, be accompanied with an amount of cash equal to the interest that would have accrued on such Note to, but excluding, such Interest Payment Date.

Date:
	(Legal Name of Holder)

	By:
		Name:
		Title:

	Signature Guaranteed:


	Participant in a Recognized Signature
	Guarantee Medallion Program


	Authorized Signatory

*	Must be an Authorized Denomination.

A1-8

FUNDAMENTAL CHANGE REPURCHASE NOTICE

Maxeon Solar Technologies, Ltd.

Adjustable-Rate Convertible Second Lien Senior Secured Notes 202[8]

Subject to the terms of the Indenture, by executing and delivering this Fundamental Change Repurchase Notice, the undersigned Holder of the Note identified below is exercising its Fundamental Change Repurchase Right with respect to (check one):

☐

the entire principal amount of

☐

$________________ ^*aggregate principal amount of

the Note identified by CUSIP No.______________ and Certificate No.____________________.

The undersigned acknowledges that this Note, duly endorsed for transfer, must be delivered to the Paying Agent before the Fundamental Change Repurchase Price will be paid.

Date:
	(Legal Name of Holder)

	By:
		Name:
		Title:

	Signature Guaranteed:


	Participant in a Recognized Signature
	Guarantee Medallion Program


	Authorized Signatory

*	Must be an Authorized Denomination.

A1-9

ASSIGNMENT FORM

Maxeon Solar Technologies, Ltd.

Adjustable-Rate Convertible Second Lien Senior Secured Notes due 202[8]

Subject to the terms of the Indenture, the undersigned Holder of the within Note assigns to:

Name:

Address:

Social security or tax identification number:

the within Note and all rights thereunder irrevocably appoints:

as agent to transfer the within Note on the books of the Company. The agent may substitute another to act for him/her.

Date:
	(Legal Name of Holder)

	By:
		Name:
		Title:

	Signature Guaranteed:


	Participant in a Recognized Signature
	Guarantee Medallion Program


	Authorized Signatory

A1-10

TRANSFEROR ACKNOWLEDGMENT

If the within Note bears a Restricted Note Legend, the undersigned further certifies that (check one):

☐

Such Transfer is being made to the Company or a Subsidiary of the Company.

☐

Such Transfer is being made pursuant to, and in accordance with, a registration statement that is effective under the Securities Act at the time of the Transfer.

☐

Such Transfer is being made pursuant to, and in accordance with, Rule 144A under the Securities Act, and, accordingly, the undersigned further certifies that the within Note is being transferred to a Person that the undersigned reasonably believes is purchasing the within Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A. If this item is checked, then the transferee must complete and execute the acknowledgment contained on the next page.

☐

Such Transfer is being made pursuant to, and in accordance with, any other available exemption from the registration requirements of the Securities Act (including, if available, the exemption provided by Rule 144 under the Securities Act).

Dated:


(Legal Name of Holder)

By:
	Name:
	Title:

Signature Guaranteed:


(Participant in a Recognized Signature
Guarantee Medallion Program)

By:
Authorized Signatory

A1-11

TRANSFEREE ACKNOWLEDGMENT

The undersigned represents that it is purchasing the within Note for its own account, or for one or more accounts with respect to which the undersigned exercises sole investment discretion, and that and the undersigned and each such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The undersigned acknowledges that the transferor is relying, in transferring the within Note on the exemption from the registration and prospectus- delivery requirements of the Securities Act of 1933, as amended, provided by Rule 144A and that the undersigned has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A.

Dated:


(Name of Transferee)

By:
	Name:
	Title:

A1-12

EXHIBIT A-2

FORM OF TRANCHE B NOTE

[Insert Global Note Legend, if applicable]

[Insert Restricted Note Legend, if applicable]

Maxeon Solar Technologies, Ltd.

Adjustable-Rate Convertible Second Lien Senior Secured Note due 202[8]

CUSIP No.: [_________][Insert for a “unrestricted”/“restricted” CUSIP number:^*]

Certificate No. [________]

ISIN No.: [_________][Insert for a “unrestricted”/“restricted” ISIN number: ^*]

Maxeon Solar Technologies, Ltd., a company incorporated in Singapore, for value received, promises to pay to Cede & Co., or its registered assigns, the principal sum of [___] dollars ($[________]) [(as revised by the attached Schedule of Exchanges of Interests in the Global Note)]^† on [●], 202[●] and to pay interest thereon, as provided in the Indenture referred to below, until the principal and all accrued and unpaid interest are paid or duly provided for.

Interest Payment Dates: [●] and [●] of each year, commencing on [●], 2024, unless otherwise provided in the definition of “Interest Payment Date.”

Regular Record Dates: [●] and [●].

Additional provisions of this Note are set forth on the other side of this Note.

[The Remainder of This Page Intentionally Left Blank; Signature Page Follows]

^*	This Note will be deemed to be identified by CUSIP No. [____] and ISIN No. [____] from and after such time when the Company delivers, pursuant to Section 2.12 of the within-mentioned Indenture, written notice to the Trustee of the deemed removal of the Restricted Note Legend affixed to this Note.

^†	Insert bracketed language for Global Notes only.

A2-1

IN WITNESS WHEREOF, Maxeon Solar Technologies, Ltd. has caused this instrument to be duly executed as of the date set forth below.

	Maxeon Solar Technologies, Ltd.

Date:	By:
		Name:
		Title:

A2-2

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

Deutsche Bank Trust Company Americas, as Trustee, certifies that this is one of the Notes referred to in the within-mentioned Indenture.

Date:			By:
			Authorized Signatory

A2-3

Maxeon Solar Technologies, Ltd.

Adjustable-Rate Convertible Second Lien Senior Note due 202[8]

5. Interest. This Note will accrue interest at a rate and in the manner set forth in Section 2.05 of the Indenture. Stated Interest on this Note will begin to accrue from, and including, [●], 2024.

6. Maturity. This Note will mature on [January 15], 202[8], unless earlier repurchased, redeemed or converted.

7. Method of Payment. Cash amounts due on this Note will be paid in the manner set forth in Section 2.04 of the Indenture. Interest payable in PIK Notes will be paid in the manner set forth in Section 2.04.

8. Persons Deemed Owners. The Holder of this Note will be treated as the owner of this Note for all purposes.

9. Denominations; Transfers and Exchanges. All Notes will be in registered form, without coupons, in principal amounts equal to any Authorized Denominations. Subject to the terms of the Indenture, the Holder of this Note may transfer or exchange this Note by presenting it to the Registrar and delivering any required documentation or other materials.

10. Right of Holders to Require the Company to Repurchase Notes upon a Fundamental Change. If a Fundamental Change occurs, then each Holder will have the right to require the Company to repurchase such Holder’s Notes (or any portion thereof in an Authorized Denomination) for cash in the manner, and subject to the terms, set forth in Section 4.02 of the Indenture.

A2-4

11. Redemption of the Notes. The Notes will be subject to Redemption for cash in the manner, and subject to the terms, set forth in Section 4.03 of the Indenture.

12. Limitation on Conversion. Any conversion of any Note is subject to Section 4.05 of the Indenture.

13. Conversion. The Holder of this Note may convert this Note into Conversion Consideration in the manner, and subject to the terms, set forth in Article 5 of the Indenture.

14. When the Company May Merge, Etc. Article 6 of the Indenture places certain restrictions on the Company and the Guarantors’ ability to be a party to a Business Combination Event.

15. Defaults and Remedies. If an Event of Default occurs, then the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding may (and, in certain circumstances, will automatically) become due and payable in the manner, and subject to the terms, set forth in Article 7 of the Indenture.

16. Amendments, Supplements and Waivers. The Company and the Trustee may amend or supplement the Indenture or the Notes or waive compliance with any provision of the Indenture or the Notes in the manner, and subject to the terms, set forth in Section 7.05 and Article 8 of the Indenture.

17. No Personal Liability of Directors, Officers, Employees and Shareholders. No past, present or future director, officer, employee, incorporator or shareholder of the Company, as such, will have any liability for any obligations of the Company under the Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

18. Authentication. No Note will be valid until it is authenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually or electronically signs the certificate of authentication of such Note.

19. Abbreviations. Customary abbreviations may be used in the name of a Holder or its assignee, such as TEN COM (tenants in common), TEN ENT (tenants by the entireties), JT TEN (joint tenants with right of survivorship and not as tenants in common), CUST (custodian), and U/G/M/A (Uniform Gift to Minors Act).

20. Governing Law. THIS NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS NOTE, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

* * *

A2-5

To request a copy of the Indenture, which the Company will provide to any Holder at no charge, please send a written request to the following address:

Maxeon Solar Technologies, Ltd.

8 Marina Boulevard, #05-02

Marina Bay Financial Centre

018981, Singapore

Attention: General Counsel

A2-6

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE^*

INITIAL PRINCIPAL AMOUNT OF THIS GLOBAL NOTE: $[●]

The following exchanges, transfers or cancellations of this Global Note have been made:

Date	Amount of Increase (Decrease) in Principal Amount of this Global Note	Principal Amount of this Global Note After Such Increase (Decrease)	Signature of Authorized Signatory of Trustee

*	Insert for Global Notes only.

A2-7

CONVERSION NOTICE

Maxeon Solar Technologies, Ltd.

Adjustable-Rate Convertible Second Lien Senior Secured Notes due 202[8]

Subject to the terms of the Indenture, by executing and delivering this Conversion Notice, the undersigned Holder of the Note identified below directs the Company to convert (check one):

☐	the entire principal amount of

☐	$________________ ^* aggregate principal amount of

the Note identified by CUSIP No._____________ and Certificate No.__________________.

Date:
	(Legal Name of Holder)

	By:
		Name:
		Title:

	Signature Guaranteed:


	Participant in a Recognized Signature
	Guarantee Medallion Program


	Authorized Signatory

*	Must be an Authorized Denomination.

A2-8

FUNDAMENTAL CHANGE REPURCHASE NOTICE

Maxeon Solar Technologies, Ltd.

Adjustable-Rate Convertible Second Lien Senior Secured Notes 202[8]

☐	the entire principal amount of

☐	$_________________ ^*aggregate principal amount of

the Note identified by CUSIP No.________________ and Certificate No._________________.

The undersigned acknowledges that this Note, duly endorsed for transfer, must be delivered to the Paying Agent before the Fundamental Change Repurchase Price will be paid.

Date:
	(Legal Name of Holder)

	By:
		Name:
		Title:

	Signature Guaranteed:


	Participant in a Recognized Signature
	Guarantee Medallion Program


	Authorized Signatory

*	Must be an Authorized Denomination.

A2-9

ASSIGNMENT FORM

Maxeon Solar Technologies, Ltd.

Adjustable-Rate Convertible Second Lien Senior Secured Notes due 202[8]

Subject to the terms of the Indenture, the undersigned Holder of the within Note assigns to:

Name:

Address:

Social security or tax identification number:

the within Note and all rights thereunder irrevocably appoints:

as agent to transfer the within Note on the books of the Company. The agent may substitute another to act for him/her.

Date:
	(Legal Name of Holder)

	By:
		Name:
		Title:

	Signature Guaranteed:


	Participant in a Recognized Signature
	Guarantee Medallion Program


	Authorized Signatory

A2-10

TRANSFEROR ACKNOWLEDGMENT

If the within Note bears a Restricted Note Legend, the undersigned further certifies that (check one):

21.

☐

Such Transfer is being made to the Company or a Subsidiary of the Company.

22.

☐

Such Transfer is being made pursuant to, and in accordance with, a registration statement that is effective under the Securities Act at the time of the Transfer.

23.

☐

24.

☐

Dated:


(Legal Name of Holder)

By:
	Name:
	Title:

Signature Guaranteed:


(Participant in a Recognized Signature
Guarantee Medallion Program)

By:
Authorized Signatory

A2-11

TRANSFEREE ACKNOWLEDGMENT

Dated:


(Name of Transferee)

By:
	Name:
	Title:

A2-12

EXHIBIT B-1

FORM OF RESTRICTED NOTE LEGEND

THE OFFER AND SALE OF THIS NOTE AND THE ORDINARY SHARES, IF ANY, ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT ONLY:

(1)	REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT; AND

(2)	AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT ONLY:

(A)

TO THE COMPANY, ITS PARENT OR ANY SUBSIDIARY THEREOF;

(B)

PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT;

(C)

TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT;

(D)

PURSUANT TO RULE 144 UNDER THE SECURITIES ACT;

(E)

PURSUANT TO REGULATION S UNDER THE SECURITIES ACT; OR

(F)

PURSUANT TO ANY OTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

BEFORE THE REGISTRATION OF ANY SALE OR TRANSFER IN ACCORDANCE WITH (C), (D), (E) OR (F) ABOVE, THE COMPANY, THE TRUSTEE AND THE REGISTRAR RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH CERTIFICATES OR OTHER DOCUMENTATION OR EVIDENCE AS THEY MAY REASONABLY REQUIRE IN ORDER TO DETERMINE THAT THE PROPOSED SALE OR TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.”

*	This paragraph and the immediately preceding paragraph will be deemed to be removed from the face of this Note at such time when the Company delivers written notice to the Trustee of such deemed removal pursuant to Section 2.12 of the within-mentioned Indenture.

B1-1

EXHIBIT B-2

FORM OF GLOBAL NOTE LEGEND

THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON 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 SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE WILL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE WILL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE 2 OF THE INDENTURE HEREINAFTER REFERRED TO.

B2-1

EXHIBIT C

FORM OF SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of ______, 20___ among Maxeon Solar Technologies, Ltd. (or its successor) (the “Company”), Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), and DB Trustees (Hong Kong) Limited as collateral trustee (the “Collateral Trustee”), under the indenture referred to below.

WHEREAS the Company (or its successor) has heretofore executed and delivered to the Trustee and the Collateral Trustee an indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of [●], 2024, providing for the issuance of the Company’s Adjustable-Rate Convertible Second Lien Senior Secured Notes due 202[8] (the “Notes”), initially in an aggregate principal amount of $[●]; and

WHEREAS pursuant to [Section 8.01] / [Section 8.02] / [Section 8.03] of the Indenture, the Trustee, the Collateral Trustee and the Company are authorized to execute and deliver this Supplemental Indenture [without]/[with] the consent of [any Holder]/[Majority Holder]/[Supermajority Holder]/[each Holder] of the Notes;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Trustee and the Collateral Trustee mutually covenant and agree for the equal and ratable benefit of the Holders (as defined in the Indenture) as follows:

1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

2. Amendments. [●]

3. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder shall be bound hereby.

4. Governing Law. THIS SUPPLEMENTAL INDENTURE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

5. Trustee and Collateral Make No Representation. The Trustee and the Collateral Trustee make no representation as to the validity or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.

6. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

C-1

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

	MAXEON SOLAR TECHNOLOGIES, LTD.

	By:
	Name:
	Title:

	DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE, REGISTRAR, PAYING AGENT, CONVERSION AGENT

	By:
	Name:
	Title:

	By:
	Name:
	Title:

	DB TRUSTEES (HONG KONG) LIMITED, AS COLLATERAL TRUSTEE

	By:
	Name:
	Title:

	By:
	Name:
	Title:

C-2

Schedule I

C-3

Schedule II

C-4

Schedule III

Part 1

(A) consents, approvals, expiration of waiting periods or agreements required under the HSR Act or any other applicable Antitrust Laws; and

(B) the consummation of the regulatory approval procedures in connection with the filings as set forth in Schedule III – Part 2 without there having been a Regulatory Turndown.

Part 2

(i). a filing under 31 C.F.R. Part 800, Subpart E regarding the transactions contemplated by the Forward Purchase Agreement; and

(ii). the filing of notifications that the Forward Purchaser and its counsel reasonably determine are required under, and as contemplated by, Investment Screening Laws regarding the transactions contemplated by the Forward Purchase Agreement.

For the purpose of this Schedule

“Antitrust Laws” means the HSR Act and any other applicable U.S. or foreign competition, antitrust or merger control laws.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“Investment Screening Laws” means applicable laws of jurisdictions other than the United States pertaining to the screening or regulation of foreign investment on national security grounds and any regulation, order or directive promulgated, issued or enforced pursuant to such laws.

“Regulatory Turndown” means any applicable U.S. or foreign governmental authority for the regulatory filings as set forth in Schedule III – Part 2 has taken action, or otherwise indicated in writing to the Company and the Forward Purchaser an intention to take action, to prevent the consummation of the transactions contemplated by the Forward Purchase Agreement.

C-5

Schedule 1.01 Post-Closing Security Documents

C-6

Schedule 3.17 Post-Closing Obligations

[Not later than the dates specified in Schedule 1.01 (or such later date as may be reasonably agreed by the Collateral Trustee upon receiving written instruction, advice or concurrence of the Holders of twenty five percent (25%) or more in aggregate principal amount of Notes outstanding provided in accordance with this Indenture, subject to the Collateral Trustee being indemnified and/or secured and/or pre-funded to its satisfaction, as it deems appropriate, subject to the terms of the Intercreditor Agreement), the Company and the Restricted Subsidiaries shall enter into each document or take the actions set forth on Schedule 1.01.]

C-7

Exhibit T3.F1

MAXEON SOLAR TECHNOLOGIES, LTD.

CROSS REFERENCE SHEET

Reconciliation and tie between Trust Indenture Act of 1939, as amended

and

Indenture, dated as of [●], 2024.

Trust Indenture Act Section		Indenture Section

310	(a)(1)		10.09
	(a)(2)		10.09
	(a)(3)		11.09(B	)
	(a)(4)		N/A9
	(a)(5)		10.09
	(b)		10.07/10.09

311	(a)		7.10
	(b)		7.10

312	(a)		2.08(A), (B	)
	(b)		2.08(C	)
	(c)		2.08(D	)

313	(a)		10.10
	(b)(1)		10.10
	(b)(2)		10.10
	(c)		10.10
	(d)		10.10

314	(a)		3.02
	(b)		10.02/13.03
	(c)(1)		13.02/13.03
	(c)(2)		13.02/13.03
	(c)(3)		13.02
	(d)		13.03
	(e)		13.03
	(f)		N/A

315	(a)		10.01(B	)
	(b)		10.05
	(c)		10.01(A	)
	(d)		10.01(C	)
	(e)		7.15

316	(a)(1)(A)		7.06
	(a)(1)(B)		7.05
	(a)(2)		N/A
	(b)		7.08
	(c)		8.05(B	)

317	(a)(1)		7.09
	(a)(2)		7.11
	(b)		2.07

318	(a)		1.04/13.17

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

DEUTSCHE BANK TRUST COMPANY AMERICAS

(formerly BANKERS TRUST COMPANY)

(Exact name of trustee as specified in its charter)

NEW YORK		13-4941247
(Jurisdiction of Incorporation or organization if not a U.S. national bank)		(I.R.S. Employer Identification no.)

1 COLUMBUS CIRCLE
NEW YORK, NEW YORK		10019
(Address of principal executive offices)		(Zip Code)

Deutsche Bank Trust Company Americas

1 Columbus Circle

New York, New York 10019

(212) 250 – 2500

(Name, address and telephone number of agent for service)

MAXEON SOLAR TECHNOLOGIES. LTD.

(Exact name of obligor as specified in its charter)

Singapore		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

8 Marina Boulevard #05-02 Marina Bay Financial Centre 018981, Singapore		N/A
(Address of principal executive offices)		(Zip code)

Adjustable-Rate Convertible Second Lien Senior Secured Notes due 2028

(Title of the Indenture securities)

Item 1. General Information.

Furnish the following information as to the trustee.

(a)	Name and address of each examining or supervising authority to which it is subject.

Name		Address
Federal Reserve Bank (2nd District)		New York, NY
Federal Deposit Insurance Corporation		Washington, D.C.
New York State Banking Department		Albany, NY

(b)	Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the Trustee, describe each such affiliation.

N/A.

Item 3. -15. Not Applicable

Item 16. List of Exhibits.

Exhibit 1 -		Restated Organization Certificate of Bankers Trust Company dated August 31, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 18, 1998;Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 3, 1999; and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated March 14, 2002, incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-201810.

Exhibit 2 -		Certificate of Authority to commence business, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-201810.

Exhibit 3 -		Authorization of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-201810.

Exhibit 4 -		A copy of existing By-Laws of Deutsche Bank Trust Company Americas, dated March 2, 2023 (see attached).

Exhibit 5 -		Not applicable.

Exhibit 6 -		Consent of Bankers Trust Company required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-201810.

Exhibit 7 -		A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Exhibit 8 -		Not Applicable.

Exhibit 9 -		Not Applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 30th day of May, 2024.

	DEUTSCHE BANK TRUST COMPANY AMERICAS

	By:	/s/ Jacqueline Bartnick
	Name:	Jacqueline Bartnick
	Title:	Director

Exhibit 4

AMENDED AND RESTATED
BY-LAWS

DEUTSCHE BANK TRUST COMPANY AMERICAS

ARTICLE I

STOCKHOLDERS

Section 1.01. Annual Meeting. The annual meeting of the stockholders of Deutsche Bank Trust Company Americas (the “Company”) shall be held in the City of New York within the State of New York within the first four months of the Company’s fiscal year, on such date and at such time and place as the board of directors of the Company (“Board of Directors” or “Board”) may designate in the call or in a waiver of notice thereof, for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting.

Section 1.02. Special Meetings. Special meetings of the stockholders of the Company may be called by the Board of Directors or by the President, and shall be called by the President or by the Secretary upon the written request of the holders of record of at least twenty-five percent (25%) of the shares of stock of the Company issued and outstanding and entitled to vote, at such times. If for a period of thirteen months after the last annual meeting, there is a failure to elect a sufficient number of directors to conduct the business of the Company, the Board of Directors shall call a special meeting for the election of directors within two weeks after the expiration of such period; otherwise, holders of record of ten percent (10%) of the shares of stock of the Company entitled to vote in an election of directors may, in writing, demand the call of a special meeting at the office of the Company for the election of directors, specifying the date and month thereof, but not less than two nor more than three months from the date of such call. At any such special meeting called on demand of stockholders, the stockholders attending, in person or by proxy, and entitled to vote in an election of directors shall constitute a quorum for the purpose of electing directors, but not for the transaction of any other business.

Section 1.03. Notice of Meetings. Notice of the time, place and purpose of every meeting of stockholders shall be delivered personally or mailed not less than 10 nor more than 50 days before the date of such meeting (or any other action) to each stockholder of record entitled to vote, at his post office address appearing upon the records of the Company or at such other address as shall be furnished in writing by him to the Secretary of the Company for such purpose. Such further notice shall be given as may be required by law or by these By-Laws. Any meeting may be held without notice if all stockholders entitled to vote are present in person or by proxy, or if notice is waived in writing, either before or after the meeting, by those not present.

Section 1.04. Quorum. The holders of record of at least a majority of the shares of the stock of the Company issued and outstanding and entitled to vote, present in person or by proxy, shall, except as otherwise provided by law, by the Company’s Organization Certificate or by these By-Laws, constitute a quorum at all meetings of the stockholders; if there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time until a quorum shall have been obtained.

Section 1.05. Organization of Meetings. Meetings of the stockholders shall be presided over by the Chairman of the Board or, if he is not present, by the President or, if he is not present, by a chairman to be chosen at the meeting. The Secretary of the Company, or in his absence an Assistant Secretary, shall act as secretary of the meeting, if present.

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Section 1.06. Voting. At each meeting of stockholders, except as otherwise provided by statute, the Company’s Organization Certificate or these By-Laws, every holder of record of stock entitled to vote shall be entitled to one vote in person or by proxy for each share of such stock standing in his name on the records of the Company. Elections of directors shall be determined by a plurality of the votes cast thereat and, except as otherwise provided by statute, the Company’s Organization Certificate or these By-Laws, all other action shall be determined by a majority of the votes cast at such meeting.

At all elections of directors, the voting shall be by ballot or in such other manner as may be determined by the stockholders present in person or by proxy entitled to vote at such election.

Section 1.07. Action by Consent. Except as may otherwise be provided in the Company’s Organization Certificate, any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote if, prior to such action, a written consent or consents thereto, setting forth such action, is signed by all the holders of record of shares of the stock of the Company, issued and outstanding and entitled to vote thereon, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE II

DIRECTORS

Section 2.01. Chairman of the Board. Following the election of the Board of Directors at each annual meeting, the elected Board shall appoint one of its members as Chairman. The Chairman of the Board shall preside at all meetings of the Board of Directors and of the stockholders, and he shall perform such other duties and have such other powers as from time to time may be prescribed by the Board of Directors.

Section 2.02. Lead Independent Director. Following the election of the Board of Directors at each annual meeting, the elected Board may appoint one of its independent members as its Lead Independent Director. When the Chairman of the Board is not present at a meeting of the Board of Directors, the Lead Independent Director, if there be one, shall preside.

Section 2.03. Director Emeritus. The Board of Directors may from time to time elect one or more Directors Emeritus. Each Director Emeritus shall be elected for a term expiring on the date of the regular meeting of the Board of Directors following the next annual meeting. No Director Emeritus shall be considered a “director” for purposes of these By-Laws or for any other purpose.

Section 2.04. Powers, Number, Quorum, Term, Vacancies, Removal. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Company and do all such lawful acts and things as are not by statute or by the Company’s Organization Certificate or by these By-Laws required to be exercised or done by the stockholders.

The number of directors may be changed by a resolution passed by a majority of the members of the Board of Directors or by a vote of the holders of record of at least a majority of the shares of stock of the Company issued and outstanding and entitled to vote, but at all times the Board of Directors must consist of not less than seven nor more than thirty directors. No more than one-third of the directors shall be active officers or employees of the Company. At least one-half of the directors must be citizens of the United States at the time of their election and during their continuance in office.

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Except as otherwise required by law, rule or regulation, or by the Company’s Organization Certificate, at all meetings of the Board of Directors or any committee thereof, a majority of the entire Board of Directors or a majority of the directors constituting such committee, as the case may be, shall constitute a quorum for the transaction of business and the act of a majority of the directors or committee members present at any meeting at which there is a quorum shall be the act of the Board of Directors, or such committee, as applicable. Any one or more members of the Board may participate in a meeting of the Board by means of a conference telephone or video, or other similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. Whether or not a quorum shall be present at any meeting of the Board of Directors or a committee thereof, a majority of the directors present thereat may adjourn the meeting from time to time; notice of the adjourned meeting shall be given to the directors who were not present at the time of the adjournment, but if the time and place of the adjourned meeting are announced, no additional notice shall be required to be given to the directors present at the time of adjournment.

Directors shall hold office until the next annual election and until their successors shall have been elected and shall have qualified. Director vacancies not exceeding one-third of the whole number of the Board of Directors may be filled by the affirmative vote of a majority of the directors then in office, and the directors so elected shall hold office for the balance of the unexpired term.

Any one or more of the directors of the Company may be removed either with or without cause at any time by a vote of the holders of record of at least a majority of the shares of stock of the Company, issued and outstanding and entitled to vote, and thereupon the term of the director or directors who shall have been so removed shall forthwith terminate and there shall be a vacancy or vacancies in the Board of Directors, to be filled by a vote of the stockholders as provided in these By-Laws.

Section 2.05. Meetings, Notice. Meetings of the Board of Directors shall be held at such place either within or without the State of New York, as may from time to time be fixed by resolution of the Board, or as may be specified in the call or in a waiver of notice thereof. Regular meetings of the Board of Directors and its Executive Committee shall be held as often as may be required under applicable law, and special meetings may be held at any time upon the call of two directors, the Chairman of the Board or the President, by oral, telegraphic or written notice duly served on or sent or mailed to each director not less than two days before such meeting. Any meeting may be held without notice, if all directors are present, or if notice is waived in writing, either before or after the meeting, by those not present.

Section 2.06. Compensation. The Board of Directors may determine, from time to time, the amount of compensation, which shall be paid to its members. The Board of Directors shall also have power, in its discretion, to allow a fixed sum and expenses for attendance at each regular or special meeting of the Board, or of any committee of the Board. The Board of Directors shall also have power, in its discretion, to provide for and pay to directors rendering services to the Company not ordinarily rendered by directors, as such, special compensation appropriate to the value of such services, as determined by the Board from time to time.

ARTICLE III

COMMITTEES

Section 3.01. Executive Committee. There shall be an Executive Committee of the Board who shall be appointed annually by resolution adopted by the majority of the entire Board of Directors. The Chairman of the Board shall preside at meetings of the Executive Committee. In his absence, the Chief Executive Officer or, in his absence, the President or any Co-President or, in their absence, such other member of the Executive Committee as the Executive Committee from time to time may designate shall preside at such meetings.

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Section 3.02. Audit and Fiduciary Committee. There shall be an Audit and Fiduciary Committee appointed annually by resolution adopted by a majority of the entire Board of Directors which shall consist of such number of independent directors, as may from time to time be fixed by the Audit and Fiduciary Committee charter adopted by the Board of Directors.

Section 3.03. Other Committees. The Board of Directors shall have the power to appoint any other Committees as may seem necessary, and from time to time to suspend or continue the powers and duties of such Committees. Each Committee appointed pursuant to this Article shall serve at the pleasure of the Board of Directors.

Section 3.04. Limitations. No committee shall have the authority as to the following matters: (i) the submission to stockholders of any action that needs stockholders’ authorization under New York Banking Law; (ii) the filling of vacancies in the Board of Directors or in any such committee; (iii) the fixing of compensation of the directors for serving on the Board of Directors or on any committee; (iv) the amendment or repeal of these By-Laws, or the adoption of new by-laws; (v) the amendment or repeal of any resolution of the Board of Directors which by its terms shall not be so amendable or repealable; or (vi) the taking of action which is expressly required by any provision of New York Banking Law to be taken at a meeting of the Board of Directors or by a specified proportion of the directors.

ARTICLE IV

OFFICERS

Section 4.01. Titles and Election. The officers of the Company, who shall be chosen by the Board of Directors within twenty-five days after each annual meeting of stockholders, shall be a President, Chief Executive Officer, Chief Risk Officer, Chief Financial Officer, Treasurer, Secretary, and a General Auditor. The Board of Directors from time to time may elect one or more Managing Directors, Directors, Vice Presidents, Assistant Secretaries, Assistant Treasurers and such other officers and agents as it shall deem necessary, and may define their powers and duties. Any number of offices may be held by the same person, except the offices of President and Secretary.

Section 4.02. Terms of Office. Each officer shall hold office for the term for which he is elected or appointed, and until his successor has been elected or appointed and qualified.

Section 4.03. Removal. Any officer may be removed, either with or without cause, at any time, by the affirmative vote of a majority of the Board of Directors.

Section 4.04. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the Secretary. Such resignation shall take effect at the time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.05. Vacancies. If the office of any officer or agent becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the Board of Directors may choose a successor, who shall hold office for the unexpired term in respect of which such vacancy occurred.

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Section 4.06. President. The President shall have general authority to exercise all the powers necessary for the President of the Company. In the absence of the Chairman and the Lead Independent Director, the President shall preside at all meetings of the Board of Directors and of the stockholders. The President shall have the power to execute bonds, mortgages and other contracts, agreements and instruments of the Company, and he shall perform such other duties and have such other powers as may be incident to the office of the president of a corporation and as from time to time may otherwise be prescribed by the Board of Directors.

Section 4.07. Chief Executive Officer. Unless otherwise determined by the Board of Directors, the President shall be the Chief Executive Officer of the Company. The Chief Executive Officer shall exercise the powers and perform the duties usual to the chief executive officer and, subject to the control of the Board of Directors, shall have general management and control of the affairs and business of the Company; he shall appoint and discharge employees and agents of the Company (other than officers elected by the Board of Directors); he shall see that all orders and resolutions of the Board of Directors are carried into effect; he shall have the power to execute bonds, mortgages and other contracts, agreements and instruments of the Company, and he shall perform such other duties and have such other powers as may be incident to the office of the chief executive officer of a corporation and as from time to time may otherwise be prescribed by the Board of Directors.

Section 4.08. Chief Risk Officer. The Chief Risk Officer shall have the responsibility for the risk management and monitoring of the Company. The Chief Risk Officer shall have the power to execute bonds, notes, mortgages and other contracts, agreements and instruments of the Company, and he shall perform such other duties and have such other powers as may be incident to his office and as from time to time may otherwise be prescribed by the Board of Directors.

Section 4.09. Chief Financial Officer. The Chief Financial Officer shall have the responsibility for reporting to the Board of Directors on the financial condition of the Company, preparing and submitting all financial reports required by applicable law, and preparing annual financial statements of the Company and coordinating with qualified third party auditors to ensure such financial statements are audited in accordance with applicable law.

Section 4.10. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys, and other valuable effects in the name and to the credit of the Company, in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Company as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the directors whenever they may require it an account of all his transactions as Treasurer and of the financial condition of the Company.

Section 4.11. Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of proceedings in records or books to be kept for that purpose. He shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors and shall perform such other duties and have such other powers as may be incident to the office of the secretary of a corporation and as from time to time may otherwise be prescribed by the Board of Directors. The Secretary shall have and be the custodian of the stock records and all other books, records and papers of the Company (other than financial) and shall see that all books, reports, statements, certificates and other documents and records required by law are properly kept and filed.

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Section 4.12. General Auditor. The General Auditor shall be responsible, through the Audit and Fiduciary Committee, to the Board of Directors for the determination of the program of the internal audit function and the evaluation of the adequacy of the system of internal controls. Subject to the Board of Directors, the General Auditor shall have and may exercise all the powers and shall perform all the duties usual to such office and shall have such other powers as may be prescribed or assigned to him from time to time by the Board of Directors or vested in him by law or by these By-Laws. He shall perform such other duties and shall make such investigations, examinations and reports as may be prescribed or required by the Audit and Fiduciary Committee. The General Auditor shall have unrestricted access to all records and premises of the Company and shall delegate such authority to his subordinates. He shall have the duty to report to the Audit and Fiduciary Committee on all matters concerning the internal audit program and the adequacy of the system of internal controls of the Company which he deems advisable or which the Audit and Fiduciary Committee may request.

Section 4.13. Managing Directors, Directors and Vice Presidents. If chosen, the Managing Directors, Directors and Vice Presidents, in the order of their seniority, shall, in the absence or disability of the President, exercise all of the powers and duties of the President. Such Managing Directors, Directors and Vice Presidents shall have the power to execute bonds, notes, mortgages and other contracts, agreements and instruments of the Company, and they shall perform such other duties and have such other powers as may be incident to their respective offices and as from time to time may be prescribed by the Board of Directors or the President.

Section 4.14. Duties of Officers may be Delegated. In case of the absence or disability of any officer of the Company, or for any other reason that the Board may deem sufficient, the Board may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer.

ARTICLE V

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

Section 5.01. Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Company. Subject to the other provisions of this Article V, and subject to applicable law, the Company shall indemnify any person made or threatened to be made a party to an action or proceeding (other than one by or in the right of the Company to procure a judgment in its favor), whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the Company served in any capacity at the request of the Company, by reason of the fact that such person, his or her testator or intestate, was a director or officer of the Company, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which such person reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Company, and had no reasonable cause to believe that such person’s conduct was unlawful.

Section 5.02. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Company. Subject to the other provisions of this Article V, and subject to applicable law, the Company shall indemnify any person made, or threatened to be made, a party to an action by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person, his or her testator or intestate, is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or officer of any other corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by such person in connection with the defense or settlement of such action, or in connection with an appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Company, except that no indemnification under this Section 5.02 shall be made in respect of (a) a threatened action, or a pending action which is settled or otherwise disposed of, or (b) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.

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Section 5.03. Authorization of Indemnification. Any indemnification under this Article V (unless ordered by a court) shall be made by the Company only if authorized in the specific case (i) by the Board acting by a quorum consisting of directors who are not parties to such action or proceeding upon a finding that the director or officer has met the standard of conduct set forth in Section 5.01 or Section 5.02, as the case may be; or (ii) if a quorum is not obtainable or, even if obtainable, a quorum of disinterested directors so directs, (x) by the Board upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct set forth in Section 5.01 or Section 5.02, as the case may be, has been met by such director or officer; or (y) by the stockholders upon a finding that the director or officer has met the applicable standard of conduct set forth in Section 5.01 or Section 5.02, as the case may be. A person who has been successful on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in Sections 5.01 or 5.02, shall be entitled to indemnification as authorized in such section.

Section 5.04. Good Faith Defined. For purposes of any determination under Section 5.03, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, or to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the Company or another enterprise, or on information supplied to such person by the officers of the Company or another enterprise in the course of their duties, or on the advice of legal counsel for the Company or another enterprise or on information or records given or reports made to the Company or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or another enterprise. The provisions of this Section 5.04 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 5.01 or Section 5.02, as the case may be.

Section 5.05. Serving an Employee Benefit Plan on behalf of the Company. For the purpose of this Article V, the Company shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his duties to the Company also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be considered fines; and action taken or omitted by a person with respect to an employee benefit plan in the performance of such person’s duties for a purpose reasonably believed by such person to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company.

Section 5.06. Indemnification upon Application to a Court. Notwithstanding the failure of the Company to provide indemnification and despite any contrary resolution of the Board or stockholders under Section 5.03, or in the event that no determination has been made within ninety days after receipt of the Company of a written claim therefor, upon application to a court by a director or officer, indemnification shall be awarded by a court to the extent authorized in Section 5.01 or Section 5.02. Such application shall be upon notice to the Company. Neither a contrary determination in the specific case under Section 5.03 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct.

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Section 5.07. Expenses Payable in Advance. Subject to the other provisions of this Article V, and subject to applicable law, expenses incurred in defending a civil or criminal action or proceeding may be paid by the Company in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount (i) if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized in this Article V, (ii) where indemnification is granted, to the extent expenses so advanced by the Company or allowed by a court exceed the indemnification to which such person is entitled and (iii) upon such other terms and conditions, if any, as the Company deems appropriate. Any such advancement of expenses shall be made in the sole and absolute discretion of the Company only as authorized in the specific case upon a determination made, with respect to a person who is a director or officer at the time of such determination, (i) by the Board acting by a quorum consisting of directors who are not parties to such action or proceeding, or (ii) if a quorum is not obtainable or, even if obtainable, if a quorum of disinterested directors so directs, (x) by the Board upon the opinion in writing of independent legal counsel or (y) by the stockholders and, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Company. Without limiting the foregoing, the Company reserves the right in its sole and absolute discretion to revoke at any time any approval previously granted in respect of any such request for the advancement of expenses or to, in its sole and absolute discretion, impose limits or conditions in respect of any such approval.

Section 5.08. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses granted pursuant to, or provided by, this Article V shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification or advancement of expenses may be entitled whether contained in the Company’s Organization Certificate, these By-Laws or, when authorized by the Organization Certificate or these By-Laws, (i) a resolution of stockholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled. Nothing contained in this Article V shall affect any rights to indemnification to which corporate personnel other than directors and officers may be entitled by contract or otherwise under law.

Section 5.09. Insurance. Subject to the other provisions of this Article V, the Company may purchase and maintain insurance (in a single contract or supplement thereto, but not in a retrospective rated contract): (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of directors and officers under the provisions of this Article V, (ii) to indemnify directors and officers in instances in which they may be indemnified by the Company under the provisions of this Article V and applicable law, and (iii) to indemnify directors and officers in instances in which they may not otherwise be indemnified by the Company under the provisions of this Article V, provided the contract of insurance covering such directors and officers provides, in a manner acceptable to the New York Superintendent of Financial Services, for a retention amount and for co-insurance. Notwithstanding the foregoing, any such insurance shall be subject to the provisions of, and the Company shall comply with the requirements set forth in, Section 7023 of the New York State Banking Law.

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Section 5.10. Limitations on Indemnification and Insurance. All indemnification and insurance provisions contained in this Article V are subject to any limitations and prohibitions under applicable law, including but not limited to Section 7022 (with respect to indemnification, advancement or allowance) and Section 7023 (with respect to insurance) of the New York State Banking Law and the Federal Deposit Insurance Act (with respect to administrative proceedings or civil actions initiated by any federal banking agency). Notwithstanding anything contained in this Article V to the contrary, no indemnification, advancement or allowance shall be made (i) to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled, or (ii) in any circumstance where it appears (a) that the indemnification would be inconsistent with a provision of the Company’s Organization Certificate, these By-Laws, a resolution of the Board or of the stockholders, an agreement or other proper corporate action, in effect at the time of the accrual of the alleged cause of action asserted in the threatened or pending action or proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (b) if there has been a settlement approved by the court, that the indemnification would be inconsistent with any condition with respect to indemnification expressly imposed by the court in approving the settlement.

Notwithstanding anything contained in this Article V to the contrary, but subject to any requirements of applicable law, (i) except for proceedings to enforce rights to indemnification (which shall be governed by Section 5.06), the Company shall not be obligated to indemnify any director or officer (or his testators intestate) or advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Company, (ii) with respect to indemnification or advancement of expenses relating to attorneys’ fees under this Article V, counsel for the present or former director or officer must be reasonably acceptable to the Company (and the Company may, in its sole and absolute discretion, establish a panel of approved law firms for such purpose, out of which the present or former director or officer could be required to select an approved law firm to represent him), (iii) indemnification in respect of amounts paid in settlement shall be subject to the prior consent of the Company (not to be unreasonably withheld), (iv) any and all obligations of the Corporation under this Article V shall be subject to applicable law, (v) in no event shall any payments pursuant to this Article V be made if duplicative of any indemnification or advancement of expenses or other reimbursement available to the applicable director or officer (other than for coverage maintained by such person in his individual capacity), and (vi) no indemnification or advancement of expenses shall be provided under these By-Laws to any person in respect of any expenses, judgments, fines or amounts paid in settlement to the extent incurred by such person in his capacity or position with another entity (including, without limitation, an entity that is a stockholder of the Company or any of the branches or affiliates of such stockholder), except as expressly provided in these By-Laws in respect of such person’s capacity and position as a director or officer of the Company or such person is a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

Section 5.11. Indemnification of Other Persons. The Company may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses (whether pursuant to an adoption of a policy or otherwise) to employees and agents of the Company (whether similar to those conferred in this Article V upon directors and officers of the Company or on other terms and conditions authorized from time to time by the Board of Directors), as well as to employees of direct and indirect subsidiaries of the Company and to other persons (or categories of persons) approved from time to time by the Board of Directors.

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Section 5.12. Repeal. Any repeal or modification of this Article V shall not adversely affect any rights to indemnification and to the advancement of expenses of a director, officer, employee or agent of the Company existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

ARTICLE VI

CAPITAL STOCK

Section 6.01. Certificates. The interest of each stockholder of the Company shall be evidenced by certificates for shares of stock in such form as the Board of Directors may from time to time prescribe. The certificates of stock shall be signed by the Chairman of the Board or the President or a Managing Director or a Director or a Vice President and by the Secretary, or the Treasurer, or an Assistant Secretary, or an Assistant Treasurer, sealed with the seal of the Company or a facsimile thereof, and countersigned and registered in such manner, if any, as the Board of Directors may by resolution prescribe. Where any such certificate is countersigned by a transfer agent other than the Company or its employee, or registered by a registrar other than the Company or its employee, the signature of any such officer may be a facsimile signature. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the Company, whether because of death, resignation, retirement, disqualification, removal or otherwise, before such certificate or certificates shall have been delivered by the Company, such certificate or certificates may nevertheless be adopted by the Company and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of the Company.

Section 6.02. Transfer. The shares of stock of the Company shall be transferred only upon the books of the Company by the holder thereof in person or by his attorney, upon surrender for cancellation of certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Company or its agents may reasonably require.

Section 6.03. Record Dates. The Board of Directors may fix in advance a date, not less than 10 nor more than 50 days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the distribution or allotment of any rights, or the date when any change, conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividend, or to receive any distribution or allotment of such rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, and in such case only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, or to receive payment of such dividend, or to receive such distribution or allotment or rights or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the Company after any such record date fixed as aforesaid.

Section 6.04. Lost Certificates. In the event that any certificate of stock is lost, stolen, destroyed or mutilated, the Board of Directors may authorize the issuance of a new certificate of the same tenor and for the same number of shares in lieu thereof. The Board may in its discretion, before the issuance of such new certificate, require the owner of the lost, stolen, destroyed or mutilated certificate or the legal representative of the owner to make an affidavit or affirmation setting forth such facts as to the loss, destruction or mutilation as it deems necessary and to give the Company a bond in such reasonable sum as it directs to indemnify the Company.

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ARTICLE VII

CHECKS, NOTES, ETC.

Section 7.01. Checks, Notes, Etc. All checks and drafts on the Company’s bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations and other instruments for the payment of money, may be signed by the President or any Managing Director or any Director or any Vice President and may also be signed by such other officer or officers, agent or agents, as shall be thereunto authorized from time to time by the Board of Directors.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 8.01. Fiscal Year. The fiscal year of the Company shall be from January 1 to December 31, unless changed by the Board of Directors.

Section 8.02. Books. There shall be kept at such office of the Company as the Board of Directors shall determine, within or without the State of New York, correct books and records of account of all its business and transactions, minutes of the proceedings of its stockholders, Board of Directors and committees, and the stock book, containing the names and addresses of the stockholders, the number of shares held by them, respectively, and the dates when they respectively became the owners of record thereof, and in which the transfer of stock shall be registered, and such other books and records as the Board of Directors may from time to time determine.

Section 8.03. Voting of Stock. Unless otherwise specifically authorized by the Board of Directors, all stock owned by the Company, other than stock of the Company, shall be voted, in person or by proxy, by the President or any Managing Director or any Director or any Vice President of the Company on behalf of the Company.

ARTICLE IX

AMENDMENTS

Section 9.01. Amendments. The vote of the holders of at least a majority of the shares of stock of the Company issued and outstanding and entitled to vote shall be necessary at any meeting of stockholders to amend or repeal these By-Laws or to adopt new by-laws. These By-Laws may also be amended or repealed, or new by-laws adopted, at any meeting of the Board of Directors by the vote of at least a majority of the entire Board, provided that any by-law adopted by the Board may be amended or repealed by the stockholders in the manner set forth above.

Any proposal to amend or repeal these By-Laws or to adopt new by-laws shall be stated in the notice of the meeting of the Board of Directors or the stockholders or in the waiver of notice thereof, as the case may be, unless all of the directors or the holders of record of all of the shares of stock of the Company issued and outstanding and entitled to vote are present at such meeting.

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Exhibit 7

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 Board of Governors of the Federal Reserve System Federal Deposit Insurance Corporation Office of the Comptroller of the Currency OMB Number 7100 - 0036 OMB Number 3064 - 0052 OMB Number 1557 - 0081 Approval expires August 31, 2026 Page 1 of 85 Federal Financial Institutions Examination Council Consolidated Reports of Condition and Income for a Bank with Domestic Offices Only — FFIEC 041 Report at the close of business March 31, 2024 20240331 (RCON 9999) This report form is to be filed by banks with domestic offices only and total consolidated assets of less than $ 100 billion, except those banks that file the FFIEC 051 , and those banks that are advanced approaches institutions for regulatory capital purposes that are required to file the FFIEC 031 . This report is required by law : 12 U . S . C . † 324 (State member banks) ; 12 U . S . C . † 1817 (State nonmember banks) ; 12 U . S . C . † 161 (National banks) ; and 12 U . S . C . † 1464 (Savings associations) . Unless the context indicates otherwise, the term “bank” in this report form refers to both banks and savings associations. NOTE : Each bank’s board of directors and senior management are schedules) for this report date have been prepared in confor - responsible for establishing and maintaining an effective system of mance with the instructions issued by the appropriate Federal internal control, including controls over the Reports of Condition and regulatory authority and are true and correct to the best of my Income . The Reports of Condition and Income are to be prepared in knowledge and belief . accordance with federal regulatory authority instructions . The Reports of Condition and Income must be signed by the Chief Financial Officer (CFO) of the reporting bank (or by the individual performing an equivalent function) and attested to by not less than two directors (trustees) for state nonmember banks and three directors for state member banks, national banks, and savings associations . We, the undersigned directors (trustees), attest to the correctness of the Reports of Condition and Income (including the supporting schedules) for this report date and declare that the Reports of Condition and Income have been examined by us and to the best of our knowledge and belief have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct . I, the undersigned CFO (or equivalent) of the named bank, attest that the Reports of Condition and Income (including the supporting Director (Trustee) Signature of Chief Financial Officer (or Equivalent) Director (Trustee) 04/30/2024 Date of Signature Director (Trustee) Submission of Reports Each bank must file its Reports of Condition and Income (Call To fulfill the signature and attestation requirement for the Reports Report) data by either: of Condition and Income for this report date, attach your bank’s completed signature page (or a photocopy or a computer gener - (a) Using computer software to prepare its Call Report and then ated version of this page) to the hard - copy record of the data file submitting the report data directly to the FFIEC’s Central Data submitted to the CDR that your bank must place in its files. Repository (CDR), an Internet - based system for data collec - tion (https://cdr.ffiec.gov/cdr/), or The appearance of your bank’s hard - copy record of the submitted (b) Completing its Call Report in paper form and arranging with a data file need not match exactly the appearance of the FFIEC’s software vendor or another party to convert the data into the sample report forms, but should show at least the caption of each electronic format that can be processed by the CDR . The Call Report item and the reported amount . software vendor or other party then must electronically submit the bank’s data file to the CDR. DEUTSCHE BANK TRUST COMPANY AMERICAS Legal Title of Bank (RSSD 9017) For technical assistance with submissions to the CDR, please contact the CDR Help Desk by telephone at (888) CDR - 3111, by New York fax at (703) 774 - 3946, or by e - mail at cdr.help@cdr.ffiec.gov. City (RSSD 9130) FDIC Certificate Number 623 NY State Abbreviation (RSSD 9200) Legal Entity Identifier (LEI) 10019 Zip Code (RSSD 9220) (RSSD 9050) 8EWQ2UQKS07AKK8ANH81 (Report only if your institution already has an LEI.) (RCON 9224) The estimated average burden associated with this information collection is 54 . 60 hours per respondent and is expected to vary by institution, depending on individual circumstances . Burden estimates include the time for reviewing instructions, gathering and maintaining data in the required form, and completing the information collection, but exclude the time for compiling and maintaining business records in the normal course of a respondent’s activities . A Federal agency may not conduct or sponsor, and an organization (or a person) is not required to respond to a collection of information, unless it displays a currently valid OMB control number . Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503 , and to one of the following : Secretary, Board of Governors of the Federal Reserve System, 20 th and C Streets, NW, Washington, DC 20551 ; Legislative and Regulatory Analysis Division, Office of the Comptroller of the Currency, Washington, DC 20219 ; Assistant Executive Secretary, Federal Deposit Insurance Corporation, Washington, DC 20429 . 03/2024 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 2 of 85 Consolidated Reports of Condition and Income for a Bank with Domestic Offices Only Table of Contents Signature Page ................................................... ...........................1 Schedule RC - E — Deposit Liabilities....................RC - 17, 18, 19 Schedule RC - F — Other Assets........................................RC - 20 Schedule RC - G — Other Liabilities...................................RC - 20 Schedule RC - K — Quarterly Averages.......................RC - 21, 22 Contact Information ........................................... ...................... 3, 4 Report of Income Schedule RI — Income Statement........................ ..........RI - 1, 2, 3, 4 Schedule RI - A — Changes in Bank Equity Capital......................RI - 5 Schedule RI - B — Charge - offs and Recoveries on Loans and Leases and Changes in Allowances for Credit Losses Part I. Charge - offs and Recoveries on Loans and Leases.....................................................................RI - 6, 7 Part II. Changes in Allowances for Credit Losses..............................................................................RI - 8 Schedule RI - C — Disaggregated Data on the Allowances for Credit Losses (to be completed only by selected banks)....... ......................RI - 9 Schedule RI - E — Explanations............................. ..............RI - 10, 11 Schedule RC - L — Derivatives and Off - Balance - Sheet Items......................... ...RC - 23, 24, 25, 26 Schedule RC - M — Memoranda............................RC - 27, 28, 29 Schedule RC - N — Past Due and Nonaccrual Loans, Leases, and Other Assets.....................RC - 30, 31, 32, 33, 34 Schedule RC - O — Other Data for Deposit Insurance Assessments..................RC - 35, 36, 37, 38, 39, 40 Schedule RC - P — 1 – 4 Family Residential Mortgage Banking Activities (to be completed only by selected banks)................................................RC - 41 Schedule RC - Q — Assets and Liabilities Measured at Fair Value on a Recurring Basis (to be completed only by selected banks)...................RC - 42, 43, 44 Report of Condition Schedule RC — Balance Sheet..............................................RC - 1, 2 Schedule RC - R — Regulatory Capital: Part I. Regulatory Capital Components and Ratios................................................RC - 45, 46, 47, 48 Part II. Risk - Weighted Assets....................................RC - 49, 50, 51, 52, 53, 54, 55, 56, 57, 58, 59, 60, 61, 62 Schedule RC - A — Cash and Balances Due from Depository Institutions (to be completed only by selected banks)...........................RC - 3 Schedule RC - B — Securities......................................RC - 3, 4, 5, 6, 7 Schedule RC - C — Loans and Lease Financing Receivables: Part I. Loans and Leases........................RC - 8, 9, 10, 11, 12, 13 Part II. Loans to Small Businesses and Small Farms.............................................................. RC - 14,15 Schedule RC - S — Servicing, Securitization, and Asset Sale Activities......................... ..............RC - 63, 64 Schedule RC - T — Fiduciary and Related Services......................................................RC - 65, 66, 67, 68 Schedule RC - V — Variable Interest Entities ....................RC - 69 Schedule RC - D — Trading Assets and Liabilities (to be completed only by selected banks)..............................................................…...............RC - 16 Optional Narrative Statement Concerning the Amounts Reported in the Consolidated Reports of Condition and Income...............................................RC - 70 For information or assistance, national banks, state nonmember banks, and savings associations should contact the FDIC’s Data Collection and Analysis Section, 550 17th Street, NW, Washington, DC 20429, toll free on (800) 688 - FDIC(3342), Monday through Friday between 8:00 a.m. and 5:00 p.m., Eastern Time. State member banks should contact their Federal Reserve District Bank. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 3 of 85 Contact Information for the Reports of Condition and Income To facilitate communication between the Agencies and the bank concerning the Reports of Condition and Income, please provide contact information for (1) the Chief Financial Officer (or equivalent) of the bank signing the reports for this quarter, and (2) the person at the bank — other than the Chief Financial Officer (or equivalent) — to whom questions about the reports should be directed. If the Chief Financial Officer (or equivalent) is the primary contact for questions about the reports, please provide contact information for another person at the bank who will serve as a secondary contact for communications between the Agencies and the bank concerning the Reports of Condition and Income. Enter “none” for the contact’s e - mail address or fax number if not available. Contact information for the Reports of Condition and Income is for the confidential use of the Agencies and will not be released to the public. Chief Financial Officer (or Equivalent) Signing the Reports Mona Nag Name (TEXT C490) CFO Title (TEXT C491) mona.nag@db.com E - mail Address (TEXT C492) 212 - 250 - 0302 Area Code / Phone Number / Extension (TEXT C493) 212 - 797 - 5376 Area Code / FAX Number (TEXT C494) Other Person to Whom Questions about the Reports Should be Directed Scott Iacono Name (TEXT C495) Director Title (TEXT C496) Scott.Iacono@db.com E - mail Address (TEXT 4086) 212 - 250 - 8948 Area Code / Phone Number / Extension (TEXT 8902) 212 - 797 - 5376 Area Code / FAX Number (TEXT 9116) Chief Executive Officer Contact Information This information is being requested so the Agencies can distribute notifications about policy initiatives, deposit insurance assessments, and other matters directly to the Chief Executive Officers of reporting institutions. Notifications about other matters may include emergency notifications that may or may not also be sent to the institution’s emergency contacts listed below. Please provide contact information for the Chief Executive Officer of the reporting institution. Enter “none” for the Chief Executive Officer’s e - mail address or fax number if not available. Chief Executive Officer contact information is for the confidential use of the Agencies and will not be released to the public. Chief Executive Officer Arjun Nagarkatti Name (TEXT FT42) arjun.nagarkatti@db.com E - mail Address (TEXT FT44) 442075450031 Area Code / Phone Number / Extension (TEXT FT43) 212 - 797 - 4932 Area Code / FAX Number (TEXT FT45) Emergency Contact Information This information is being requested so the Agencies can distribute critical, time - sensitive information to emergency contacts at banks. Please provide primary contact information for a senior official of the bank who has decision - making authority. Also provide information for a secondary contact if available. Enter “none” for the contact’s e - mail address or fax number if not available. Emergency contact information is for the confidential use of the Agencies and will not be released to the public. Primary Contact Arjun Nagarkatti Name (TEXT C366) Managing Director Title (TEXT C367) Arjun.Nagarkatti@db.com E - mail Address (TEXT C368) 442075450031 Area Code / Phone Number / Extension (TEXT C369) 212 - 797 - 4932 Area Code / FAX Number (TEXT C370) Secondary Contact Michael Connolly Name (TEXT C371) Managing Director Title (TEXT C372) Michael.Connolly@db.com E - mail Address (TEXT C373) 212 - 250 - 1483 Area Code / Phone Number / Extension (TEXT C374) 212 - 797 - 4932 Area Code / FAX Number (TEXT C375) 06/2012

06/2012 DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 4 of 85 USA PATRIOT Act Section 314(a) Anti - Money Laundering Contact Information This information is being requested to identify points - of - contact who are in charge of your bank’s USA PATRIOT Act Section 314(a) information requests. Bank personnel listed could be contacted by law enforcement officers or the Financial Crimes Enforcement Network (FinCEN) for additional information related to specific Section 314(a) search requests or other anti - terrorist financing and anti - money - laundering matters. Communications sent by FinCEN to the bank for purposes other than Section 314(a) notifications will state the intended purpose and should be directed to the appropriate bank personnel for review. Any disclosure of customer records to law enforcement officers or FinCEN must be done in compliance with applicable law, including the Right to Financial Privacy Act (12 U.S.C. 3401 et seq.). Please provide information for a primary and secondary contact. Information for a third and fourth contact may be provided at the bank’s option. Enter “none” for the contact’s e - mail address if not available. This contact information is for the confidential use of the Agencies, FinCEN, and law enforcement officers and will not be released to the public. Primary Contact Paul Khareyn Name (TEXT C437) Secondary Contact Joe Evans Name (TEXT C442) Director Title (TEXT C438) Managing Director Title (TEXT C443) Paul.Khareyn@db.com E - mail Address (TEXT C439) Joe.Evans@db.com E - mail Address (TEXT C444) 212 - 250 - 6774 Area Code / Phone Number / Extension (TEXT C440) 212 - 250 - 1213 Area Code / Phone Number / Extension (TEXT C445) Third Contact Hatton Hillin Name (TEXT C870) Fourth Contact Cristian Ilut Name (TEXT C875) Assistant Vice President Title (TEXT C871) Assistant Vice President Title (TEXT C876) Hatton.Hillin@db.com E - mail Address (TEXT C872) Cristian.Ilut@db.com E - mail Address (TEXT C877) 904 - 520 - 5106 Area Code / Phone Number / Extension (TEXT C873) 347 - 863 - 0715 Area Code / Phone Number / Extension (TEXT C878)

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 5 of 85 RI - 1 Consolidated Report of Income for the period January 1, 2024 – March 31, 2024 Schedule RI — Income Statement Amount RIAD Dollar Amounts in Thousands 1. Interest income: a. Interest and fee income on loans: (1) Loans secured by real estate: (a) Loans secured by 1 – 4 family residential properties……………………………………….............. (b) All other loans secured by real estate………………………………………………………............. (2) Commercial and industrial loans…………………………………………………………………............. (3) Loans to individuals for household, family, and other personal expenditures: (a) Credit cards…………………………………………………………………………………………...... (b) Other (includes revolving credit plans other than credit cards, automobile loans, and other consumer loans)……………………………………………………………………..…………… (4) Not applicable (5) All other loans (1) ………………………………………………………….............................................. (6) Total interest and fee income on loans (sum of items 1.a.(1)(a) through 1.a.(5))………………….... a. Income from lease financing receivables……………………………………..………..….………............... b. Interest income on balances due from depository institutions (2) ……………………………………......... c. Interest and dividend income on securities: (1) U.S. Treasury securities and U.S. Government agency obligations (excluding mortgage - backed securities)………………………………………………………………… (2) Mortgage - backed securities……………………………………………………………………………….. (3) All other securities (includes securities issued by states and political subdivisions in the U.S.)…………………………………………………………………………………… e. Not applicable f. Interest income on federal funds sold and securities purchased under agreements to resell………….. g. Other interest income……………………………………………………………………………….................. h. Total interest income (sum of items 1.a.(6) through 1.g)…………………………………………............... 1. Interest expense: a. Interest on deposits: (1) Transaction accounts (interest - bearing demand deposits, NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts)…………………………………………………… (2) Nontransaction accounts: (a) Savings deposits (includes MMDAs) …………………………………………………..................... (b) Time deposits of $250,000 or less……………………………………………………….................. (c) Time deposits of more than $250,000……………………………………………………………….. a. Expense of federal funds purchased and securities sold under agreements to repurchase………….... b. Interest on trading liabilities and other borrowed money…………………………………...………............ c. Interest on subordinated notes and debentures..................................................................................... d. Total interest expense (sum of items 2.a through 2.d)............................................................................ 22,000 4435 78,000 4436 37,000 4012 0 B485 6,000 B486 127,000 4058 270,000 4010 0 4065 153,000 4115 1,000 B488 0 B489 0 4060 80,000 4020 1,000 4518 505,000 4107 143,000 4508 21,000 0093 0 HK03 3,000 HK04 0 4180 6,000 4185 0 4200 173,000 4073 332,000 4074 3. Net interest income (item 1.h minus 2.e)............................................................. 4. Provisions for credit losses (3) .......................................................................... 0 JJ33 1.a.(1)(a) 1.a.(1)(b) 1.a.(2) 1.a.(3)(a) 1.a.(3)(b) 1.a.(5) 1.a.(6) 1.b. 1.c. 1.d.(1) 1.d.(2) 1.d.(3) 1.f. 1.g. 1.h. 2.a.(1) 2.a.(2)(a) 2.a.(2)(b) 2.a.(2)(c) 2.b. 2.c. 2.d. 2.e. 3. 4. 1. Includes interest and fee income on “Loans to depository institutions and acceptances of other banks,” “Loans to finance agricultural production and other loans to farmers,” “Obligations (other than securities and leases) of states and political subdivisions in the U.S.,” and “Loans to nondepository financial institutions and other loans.” 2. Includes interest income on time certificates of deposit not held for trading. 3. Institutions should report in item 4 the provisions for credit losses on all financial assets and off - balance - sheet credit exposures. 06/2012 03/2024

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 6 of 85 RI - 2 Schedule RI — Continued Year - to - date Dollar Amounts in Thousands Amount RIAD 5. Noninterest income: a. Income from fiduciary activities (1) ............................................................................................................... b. Service charges on deposit accounts........................................................................................................... c. Trading revenue...................................................................................................................... ... .................... d. Income from securities - related and insurance activities: (1) Fees and commissions from securities brokerage.................................................................................. (2) Investment banking, advisory, and underwriting fees and commissions................................................. (3) Fees and commissions from annuity sales.............................................................................................. (4) Underwriting income from insurance and reinsurance activities.............................................................. (5) Income from other insurance activities.................................................................................................... e. Venture capital revenue...................................................................................................................... ... ....... f. Net servicing fees......................................................................................................................... ... ............. g. Net securitization income....................................................................................................................... ... .... h. Not applicable i. Net gains (losses) on sales of loans and leases........................................................................................... j. Net gains (losses) on sales of other real estate owned................................................................................ k. Net gains (losses) on sales of other assets (2) ............................................................................................... l. Other noninterest income*...................................................................................................................... ... ... 67,000 4070 32,000 4080 0 A220 0 C886 0 C888 0 C887 0 C386 0 C387 0 B491 0 B492 0 B493 0 5416 0 5415 0 B496 (123,000) B497 (24,000) 4079 m Total noninterest income (sum of items 5.a through 5.l)………………….…..…..… 6. a. Realized gains (losses) on held - to - maturity securities……………………………….. b. Realized gains (losses) on available - for - sale debt securities………………..…..…… 0 3521 0 3196 7. Noninterest expense: a. Salaries and employee benefits.................................................................................................................... b. Expenses of premises and fixed assets (net of rental income) (excluding salaries and employee benefits and mortgage interest).............................................................. c. (1) Goodwill impairment losses..................................................................................................................... (2) Amortization expense and impairment losses for other intangible assets............................................... d. Other noninterest expense*..................................................................................................................... ... .. 34,000 4135 7,000 4217 0 C216 0 C232 179,000 4092 220,000 4093 e. Total noninterest expense (sum of items 7.a through 7.d)....................................... 8. a. Income (loss) before change in net unrealized holding gains (losses) on equity securities not held for trading, applicable income taxes, and discontinued 88,000 HT69 operations (item 3 plus or minus items 4, 5.m, 6.a, 6.b, and 7.e)……..…..………… b. Change in net unrealized holding gains (losses) on equity securities 1,000 HT70 not held for trading (3) ..…..…………………………..…..…………………………..…..… c. Income (loss) before applicable income taxes and discontinued 89,000 4301 operations (sum of items 8.a and 8.b)……..…..…………………………..…..……… 9. Applicable income taxes (on item 8.c).......................................................................... 10. Income (loss) before discontinued operations (item 8.c minus item 9)......................... 11. Discontinued operations, net of applicable income taxes*............................................ 24,000 4302 65,000 4300 0 FT28 12. Net income (loss) attributable to bank and noncontrolling (minority) 65,000 G104 interests (sum of items 10 and 11)................................................................................ 13. LESS: Net income (loss) attributable to noncontrolling (minority) interests (if net income, report as a positive value; if net loss, report as a 0 G103 negative value).............................................................................................................. 14. Net income (loss) attributable to bank (item 12 minus item 13).................................... 65,000 4340 5.a. 5.b. 5.c. 5.d.(1) 5.d.(2) 5.d.(3) 5.d.(4) 5.d.(5) 5.e. 5.f. 5.g. 5.i. 5.j. 5.k. 5.l. 5.m. 6.a. 6.b. 7.a. 7.b. 7.c.(1) 7.c.(2) 7.d. 7.e. 8.a. 8.b 8.c. 9. 10. 11. 12. 13. 14. * Describe on Schedule RI - E — Explanations. 1. For banks required to complete Schedule RC - T, items 14 through 22, income from fiduciary activities reported in Schedule RI, item 5.a, must equal the amount reported in Schedule RC - T, item 22. 2. Exclude net gains (losses) on sales of trading assets and held - to - maturity and available - for - sale debt securities. 3. Item 8.b is to be completed by all institutions. See the instructions for this item and the Glossary entry for “Securities Activities” for further detail on accounting for investments in equity securities. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 7 of 85 RI - 3 Schedule RI — Continued Year - to - date Memoranda Dollar Amounts in Thousands Amount RIAD 1. Interest expense incurred to carry tax - exempt securities, loans, and leases acquired after August 7, 1986, that is not deductible for federal income tax purposes…………………………………..... Memorandum item 2 is to be completed by banks with $1 billion or more in total assets (1) 2. Income from the sale and servicing of mutual funds and annuities (included in Schedule RI, item 8)………………………………………………………………………………… 3. Income on tax - exempt loans and leases to states and political subdivisions in the U.S. (included in Schedule RI, items 1.a and 1.b)…………………………………………………………………… 4. Income on tax - exempt securities issued by states and political subdivisions in the U.S. (included in Schedule RI, item 1.d.(3))………………………………………………………………………… 5. Number of full - time equivalent employees at end of current period (round to nearest whole number)……………………………………………………………………………… Memorandum item 6 is to be completed by: (1) • banks with $300 million or more in total assets, and • banks with less than $300 million in total assets that have loans to finance agricultural production and other loans to farmers (Schedule RC - C, Part I, item 3) exceeding 5 percent of total loans 6. Interest and fee income on loans to finance agricultural production and other loans to farmers (included in Schedule RI, item 1.a.(5))...................................................................................................... 7. If the reporting institution has applied push down accounting this calendar year, report the date of the institution’s acquisition (see instructions) (2) …………………………......................……….............. 8. Not applicable Memorandum items 9.a and 9.b are to be completed by banks with $10 billion or more in total assets. (1) 9. Net gains (losses) recognized in earnings on credit derivatives that economically hedge credit exposures held outside the trading account: a. Net gains (losses) on credit derivatives held for trading…………………………………………………… b. Net gains (losses) on credit derivatives held for purposes other than trading………………………… Memorandum item 10 is to be completed by banks with $300 million or more in total assets. (1) 10. Credit losses on derivatives (see instructions)………………………………………………………………… 11. Does the reporting bank have a Subchapter S election in effect for federal income tax purposes for the current tax year?........................................................................................................................ .. .. 0 4513 0 8431 0 4313 0 4507 Number 377 4150 Amount 0 4024 Date RIAD 00000000 9106 Amount 0 C889 0 C890 0 A251 No Yes RIAD x A530 M.1. M.2. M.3. M.4. M.5. M.6. M.7. M.9.a. M.9.b. M.10. M.11. 12. Not applicable 1. The asset - size tests and the 5 percent of total loans test are based on the total assets and total loans reported on the June 30, 2023 , Report of Condition. 2. Report the date in YYYYMMDD format. For example, a bank acquired on March 1, 2024 , would report 20240301 . 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 8 of 85 RI - 4 Schedule RI — Continued Memoranda — Continued Year - to - date Dollar Amounts in Thousands Amount RIAD Memorandum item 13 is to be completed by banks that have elected to account for assets and liabilities under a fair value option. 13. Net gains (losses) recognized in earnings on assets and liabilities that are reported at fair value under a fair value option: a. Net gains (losses) on assets.................................................................................................................... (1) Estimated net gains (losses) on loans attributable to changes in instrument - specific credit risk......................................................................................................................... ... .................. b. Net gains (losses) on liabilities................................................................................................................. (1) Estimated net gains (losses) on liabilities attributable to changes in instrument - specific credit risk......................................................................................................................... ... .................. 14. Not applicable Memorandum item 15 is to be completed by institutions with $1 billion or more in total assets (1) that answered “Yes” to Schedule RC - E, Memorandum item 5. 15. Components of service charges on deposit accounts (sum of Memorandum items 15.a through 15.d must equal Schedule RI, item 5.b): a. Consumer overdraft - related service charges levied on those transaction account and nontransaction savings account deposit products intended primarily for individuals for personal, household, or family use .............................................................................. b. Consumer account periodic maintenance charges levied on those transaction account and nontransaction savings account deposit products intended primarily for individuals for personal, household, or family use .............................................................................. c. Consumer customer automated teller machine (ATM) fees levied on those transaction account and nontransaction savings account deposit products intended primarily for individuals for personal, household, or family use .............................................................................. d. All other service charges on deposit accounts ........................................................................................ 0 F551 0 F552 0 F553 0 F554 NA H032 NA H033 NA H034 NA H035 M.13.a. M.13.a.(1) M.13.b. M.13.b.(1) M.15.a. M.15.b. M.15.c. M.15.d. 1 . The $1 billion asset - size test is based on the total assets reported on the June 30, 2023 , Report of Condition. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 9 of 85 RI - 5 Schedule RI - A — Changes in Bank Equity Capital Dollar Amounts in Thousands 1. Total bank equity capital most recently reported for the December 31, 2023 , Reports of Condition and Income (i.e., after adjustments from amended Reports of Income)....................................... 1. 2. Cumulative effect of changes in accounting principles and corrections of material accounting errors*...................................................................................................................... ... ................ 2. 3. 4. 3. Balance end of previous calendar year as restated (sum of items 1 and 2)................................................. 4. Net income (loss) attributable to bank (must equal Schedule RI, item 14)................................................... 5. Sale, conversion, acquisition, or retirement of capital stock, net (excluding treasury stock transactions)......................................................................................................... 5. 6. 7. 8. 9. 10. 6. Treasury stock transactions, net................................................................................................................... 7. Changes incident to business combinations, net.......................................................................................... 8. LESS: Cash dividends declared on preferred stock..................................................................................... 9. LESS: Cash dividends declared on common stock...................................................................................... 10. Other comprehensive income (1) ................................................................................................................... 11. Other transactions with stockholders (including a parent holding company)* (not included in items 5, 6, 8, or 9 above)..................................................................................................... 11. Amount RIAD 9,665,000 3217 0 B507 9,665,000 B508 65,000 4340 0 B509 0 B510 0 4356 0 4470 0 4460 (3,000) B511 0 4415 9,727,000 3210 12. Total bank equity capital end of current period (sum of items 3 through 11) (must equal Schedule RC, item 27.a).......................................................................................................... 12. * Describe on Schedule RI - E — Explanations. 1. Includes, but is not limited to, changes in net unrealized holding gains (losses) on available - for - sale debt securities, changes in accumulated net gains (losses) on cash flow hedges, and pension and other postretirement plan - related changes other than net periodic benefit cost. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 10 of 85 RI - 6 Schedule RI - B — Charge - offs and Recoveries on Loans and Leases and Changes in Allowances for Credit Losses Part I. Charge - offs and Recoveries on Loans and Leases (Column B) Recoveries (Column A) Charge - offs (1) Part I includes charge - offs and recoveries through the allocated transfer risk reserve. Dollar Amounts in Thousands Calendar Year - to - date Amount RIAD Amount RIAD 1. Loans secured by real estate: a. Construction, land development, and other land loans: (1) 1 – 4 family residential construction loans………………………………..... (2) Other construction loans and all land development and other land loans…………………………………………………………………..... b. Secured by farmland ……………………………………................................ c. Secured by 1 – 4 family residential properties: (1) Revolving, open - end loans secured by 1 – 4 family residential properties and extended under lines of credit…………………………..... (2) Closed - end loans secured by 1 – 4 family residential properties: (a) Secured by first liens…………………………………………………... (b) Secured by junior liens……………………………………………….... d. Secured by multifamily (5 or more) residential properties…………………… e. Secured by nonfarm nonresidential properties: (1) Loans secured by owner - occupied nonfarm nonresidential properties…………………………………………………… (2) Loans secured by other nonfarm nonresidential properties.................... 2. and 3. Not applicable 4. Commercial and industrial loans………………………………………………… 5. Loans to individuals for household, family, and other personal expenditures: a. Credit cards….............................................................................................. b. Automobile loans…...................................................................................... c. Other (includes revolving credit plans other than credit cards and other consumer loans)….............................................................................. 6. Not applicable 7. All other loans (2) …......................................................................................... 8. Lease financing receivables…......................................................................... 9. Total (sum of items 1 through 8)….................................................................. 0 C892 0 C891 0 C894 0 C893 0 3585 0 3584 0 5412 0 5411 0 C217 0 C234 0 C218 0 C235 0 3589 0 3588 0 C896 0 C895 0 C898 0 C897 0 4608 0 4638 0 B515 0 B514 0 K133 0 K129 0 K206 0 K205 0 4628 0 4644 0 4267 0 4266 0 4605 0 4635 1.a.(1) 1.a.(2) 1.b. 1.c.(1) 1.c.(2)(a) 1.c.(2)(b) 1.d. 1.e.(1) 1.e.(2) 4. 5.a. 5.b. 5.c. 7. 8. 9. 1. Include write - downs arising from transfers of loans to a held - for - sale account. 2. Includes charge - offs and recoveries on “Loans to depository institutions and acceptances of other banks,” “Loans to finance agricultural production and other loans to farmers,” “Obligations (other than securities and leases) of states and political subdivisions in the U.S.,” and “Loans to nondepository financial institutions and other loans.” 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 11 of 85 RI - 7 Schedule RI - B — Continued Memoranda (Column B) Recoveries (Column A) Charge - offs (1) Dollar Amounts in Thousands Calendar Year - to - date Amount RIAD Amount RIAD 1. Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RI - B, Part I, items 4 and 7, above…........................................................ 2. Memorandum items 2.a. through 2.d. are to be completed by banks with $300 million or more in total assets: (2) a. Loans secured by real estate to non - U.S. addressees (domicile) (included in Schedule RI - B, Part I, item 1, above)…........................................... b. Not applicable c. Commercial and industrial loans to non - U.S. addressees (domicile) (included in Schedule RI - B, Part I, item 4 above) ............................................... d. Leases to individuals for household, family, and other personal expenditures (included in Schedule RI - B, Part I, item 8, above)…..................... Memorandum item 3 is to be completed by: (2) • banks with $300 million or more in total assets, and • banks with less than $300 million in total assets that have loans to finance agricultural production and other loans to farmers (Schedule RC - C, Part I, item 3) exceeding 5 percent of total loans: 3. Loans to finance agricultural production and other loans to farmers (included in Schedule RI - B, Part I, item 7, above) .................................................. 0 5410 0 5409 0 4662 0 4652 0 4618 0 4646 0 F187 0 F185 0 4665 0 4655 M.1. M.2.a. M.2.c. M.2.d. M.3. Memorandum item 4 is to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date, or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes. 4. Uncollectible retail credit card fees and finance charges reversed against income (i.e., not included in charge - offs against the allowance for credit losses on loans and leases).....…............ Calendar Year - to - date Amount RIAD NA C388 M.4. 1. Include write - downs arising from transfers of loans to a held - for - sale account. 2. The $300 million asset - size test and the 5 percent of total loans test are based on the total assets and total loans reported on the June 30, 2023 , Report of Condition. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 12 of 85 RI - 8 Schedule RI - B — Continued Part II. Changes in Allowances for Credit Losses (Column C) Available - for - Sale Debt Securities (Column B) Held - to - Maturity Debt Securities (Column A) Loans and Leases Held for Investment Dollar Amounts in Thousands Amount RIAD Amount RIAD Amount RIAD 1. Balance most recently reported for the December 31, 2023 , Reports of Condition and Income (i.e., after adjustments from amended Reports of Income).............................. 2. Recoveries (column A must equal Part I, item 9, column B, above) ............................................................................. 3. LESS: Charge - offs (column A must equal Part I, item 9, column A, above less Schedule RI - B, Part II, item 4, column A) ............................................................................. 4. LESS: Write - downs arising from transfers of financial assets ............................................................................................................................. ... ................. 5. Provisions for credit losses (1)....................................................................................................... 6. Adjustments* (see instructions for this schedule)............................. 7. Balance end of current period (sum of items 1, 2, 5, and 6, less items 3 and 4) (column A must equal Schedule RC, item 4.c)..................................................................... 0 JH94 0 JH88 16,000 B522 0 JH95 0 JH89 0 4605 0 JH98 0 JH92 0 C079 0 JJ01 0 JJ00 0 5523 0 JH96 0 JH90 0 4230 0 JH97 0 JH91 0 C233 0 JH99 0 JH93 16,000 3123 1. 2. 3. 4. 5. 6. 7. * Describe on Schedule RI - E — Explanations. 1. The sum of item 5, columns A through C, plus schedule RI - B, Part II, Memorandum items 5 and 7, below, must equal Schedule RI, item 4 Memoranda Dollar Amounts in Thousands 1. Allocated transfer risk reserve included in Schedule RI - B, Part II, item 7,column A, above.......................................... M.1. Memorandum items 2 and 3 are to be completed by banks that ( 1 ) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $ 500 million as of the report date, or ( 2 ) are credit card specialty banks as defined for Uniform Bank Performance Report purposes . 2. Separate valuation allowance for uncollectible retail credit card fees and finance charges.......................................... 3. Amount of allowance for credit losses on loans and leases attributable to retail credit card fees M.2. and finance charges ............................................................................................................................. ... ...................... M.3. 4. Not applicable 5. Provisions for credit losses on other financial assets measured at amortized cost (not included in item 5, above) ............................................................................................................................. ... ................................ M.5. 6. Allowance for credit losses on other financial assets measured at amortized cost (not included in item 7, above) ............................................................................................................................. ... ................................ M.6. 7. Provisions for credit losses on off - balance - sheet credit exposures .............................................................................. 8. Estimated amount of expected recoveries of amounts previously written off included within the allowance for credit losses on loans and leases held for investment (included in item 7, column A, “Balance end of current period,” above) ....................................................................................................................... Amount RIAD 0 C435 NA C389 NA C390 0 JJ02 RCON 0 JJ03 RIAD 0 MG93 0 MG94 M.7. M.8. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 13 of 85 RI - 9 Schedule RI - C — Disaggregated Data on the Allowances for Credit Losses Schedule RI - C, is to be completed by institutions with $1 billion or more in total assets. (1) (Column B) Allowance Balance (Column A) Amortized Cost Dollar Amounts in Thousands Amount RCON Amount RCON Loans and Leases Held for Investment: 1. Real estate loans: a. Construction loans................................................................................. b. Commercial real estate loans................................................................ c. Residential real estate loans.................................................................. 2. Commercial loans (2) .................................................................................. 3. Credit cards................................................................................................ 4. Other consumer loans................................................................................ 5. Unallocated, if any...................................................................................... 6. Total (sum of items 1.a. through 5) (3) ........................................................ 0 JJ12 79,000 JJ04 3,000 JJ13 4,402,000 JJ05 4,000 JJ14 2,229,000 JJ06 9,000 JJ15 9,566,000 JJ07 0 JJ16 0 JJ08 0 JJ17 364,000 JJ09 0 JJ18 16,000 JJ19 16,640,000 JJ11 1.a. 1.b. 1.c. 2. 3. 4. 5. 6. Allowance Balance Dollar Amounts in Thousands Amount RCON Held - to - Maturity Securities: 7. Securities issued by states and political subdivisions in the U.S.......................................................... 8. Mortgage - backed securities (MBS) (including CMOs, REMICs, and stripped MBS)............................ 9. Asset - backed securities and structured financial products................................................................... 10. Other debt securities................................................................................................................... ... ....... 11. Total (sum of items 7 through 10) (4) ..................................................................................................... 0 JJ20 0 JJ21 0 JJ23 0 JJ24 0 JJ25 7. 8. 9. 10. 11. 1. The $1 billion asset - size test is based on the total assets reported on the June 30, 2023 , Report of Condition. 2. Include all loans and leases not reported as real estate loans, credit cards, or other consumer loans in items 1, 3, or 4 of Schedule RI - C. 3. Item 6, column B, must equal Schedule RC, item 4.c. 4. Item 11 must equal Schedule RI - B, Part II, item 7, column B. 06/2012

06/2012 DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 14 of 85 RI - 10 Schedule RI - E — Explanations Schedule RI - E is to be completed each quarter on a calendar year - to - date basis. Detail all adjustments in Schedule RI - A and RI - B, all discontinued operations in Schedule RI, and all significant items of other noninterest income and other noninterest expense in Schedule RI. (See instructions for details.) Year - to - date Dollar Amounts in Thousands Amount RIAD 1. Other noninterest income (from Schedule RI, item 5.l) Itemize and describe amounts greater than $100,000 that exceed 7 percent of Schedule RI, item 5.l: a. Income and fees from the printing and sale of checks................................................................................. b. Earnings on/increase in value of cash surrender value of life insurance..................................................... c. Income and fees from automated teller machines (ATMs)........................................................................... d. Rent and other income from other real estate owned.................................................................................. e. Safe deposit box rent......................................................................................................................... ... ........ f. Bank card and credit card interchange fees................................................................................................. g. Income and fees from wire transfers not reportable as service charges on deposit accounts……………… 0 C013 0 C014 0 C016 0 4042 0 C015 0 F555 0 T047 (177,000) 4461 Net gains (losses) on non - trading derivatives TEXT 4461 h. i. j. 41,000 4462 Revenue from Services rendered to affiliates TEXT 4462 0 4463 TEXT 4463 2. Other noninterest expense (from Schedule RI, item 7.d) Itemize and describe amounts greater than $100,000 that exceed 7 percent of Schedule RI, item 7.d: a. Data processing expenses………………………………………………….……………………………………… b. Advertising and marketing expenses………………………………………………….……….………………… c. Directors’ fees………………………………………………….……….…………………………………………… d. Printing, stationery, and supplies………………………………………………….……….……………………… e. Postage………………………………………………….……….…………………………………………………. f. Legal fees and expenses………………………………………………….……….……………………………… g. FDIC deposit insurance assessments………………………………………………….……….………………… h. Accounting and auditing expenses………………………………………………….……….…………………… i. Consulting and advisory expenses………………………………………………….……….…………………… j. Automated teller machine (ATM) and interchange expenses…………………………………………………. k. Telecommunications expenses………………………………………………….……….………………………… l. Other real estate owned expenses............................................................................................................... m. Insurance expenses (not included in employee expenses, premises and fixed asset expenses, and other real estate owned expenses)....................................................................................................... 0 C017 0 0497 0 4136 0 C018 0 8403 0 4141 0 4146 0 F556 0 F557 0 F558 0 F559 0 Y923 0 Y924 159,000 4464 Services rendered by affiliates TEXT 4464 n. o. p. 0 4467 TEXT 4467 0 4468 TEXT 4468 3. Discontinued operations and applicable income tax effect (from Schedule RI, item 11) (itemize and describe each discontinued operation): 0 FT29 TEXT FT29 a. (1) 0 FT30 (2) Applicable income tax effect…………………………………………………...... 0 FT31 TEXT FT31 b. (1) 0 FT32 (2) Applicable income tax effect…………………………………………………...... 1.a. 1.b. 1.c. 1.d. 1.e. 1.f. 1.g. 1.h. 1.i. 1.j. 2.a. 2.b. 2.c. 2.d. 2.e. 2.f. 2.g. 2.h. 2.i. 2.j. 2.k. 2.l. 2.m. 2.n. 2.o. 2.p. 3.a.(1) 3.a.(2) 3.b.(1) 3.b.(2)

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 15 of 85 RI - 11 Schedule RI - E — Continued Year - to - date Dollar Amounts in Thousands Amount RIAD 4. Cumulative effect of changes in accounting principles and corrections of material accounting errors (from Schedule RI - A, item 2) (itemize and describe all such effects): 0 B526 TEXT B526 a. b. 0 B527 TEXT B527 5. Other transactions with stockholders (including a parent holding company) (from Schedule RI - A, item 11) (itemize and describe all such transactions): 0 4498 TEXT 4498 a. b. 0 4499 TEXT 4499 6. Adjustments to allowances for credit losses (from Schedule RI - B, Part II, item 6) (itemize and describe all adjustments): a. Initial allowances for credit losses recognized upon the acquisition of purchased credit - deteriorated assets (1) ................................................................................................................ NA JJ27 0 4521 TEXT 4521 b. c. 0 4522 TEXT 4522 7. Other explanations (the space below is provided for the bank to briefly describe, at its option, any other significant items affecting the Report of Income): Comments?.................................................................................................................... ... ........................ No Yes RIAD x 4769 4.a. 4.b. 5.a. 5.b. 6.a. 6.b. 6.c. 7. Other explanations (please type or print clearly; 750 character limit): (TEXT 4769) 1. Institutions should report initial allowances for credit losses recognized upon the acquisition of purchased credit - deteriorated assets after the adoption of FASB ASC Topic 326. 06/2012

06/2012 DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 16 of 85 RC - 1 Consolidated Report of Condition for Insured Banks and Savings Associations for March 31, 2024 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. Schedule RC — Balance Sheet Amount RCON Dollar Amounts in Thousands Assets 1. Cash and balances due from depository institutions (from Schedule RC - A) a. Noninterest - bearing balances and currency and coin (1) …………………………….…….…..... b. Interest - bearing balances (2) ………………………………………………………........................ 2. Securities: a. Held - to - maturity securities (from Schedule RC - B, column A) (3) ……………………………........ b. Available - for - sale debt securities (from Schedule RC - B, column D)…………………….…….... c. Equity securities with readily determinable fair values not held for trading (4) ………………… 3. Federal funds sold and securities purchased under agreements to resell: a. Federal funds sold………………………………………………………......................................... b. Securities purchased under agreements to resell (5, 6) …………………………......................... 4. Loans and lease financing receivables (from Schedule RC - C): a. Loans and leases held for sale………………………………………………………..……............. 30,000 0081 14,512,000 0071 0 JJ34 375,000 1773 0 JA22 0 B987 4,920,000 B989 0 5369 16,640,000 B528 b. Loans and leases held for investment………………....................... c. LESS: Allowance for credit losses on loans and leases ….......... 16,000 3123 16,624,000 B529 d. Loans and leases held for investment, net of allowance (item 4.b minus 4.c) ……….............. 5. Trading assets (from Schedule RC - D)…………………………………………………….……........... 6. Premises and fixed assets (including right - of - use assets ) ……………………………………......... 7. Other real estate owned (from Schedule RC - M)………………………………………………........... 8. Investments in unconsolidated subsidiaries and associated companies……………………........... 9. Direct and indirect investments in real estate ventures...................................……........................ 10. Intangible assets (from Schedule RC - M)……………………………………………………………… 11. Other assets (from Schedule RC - F) (6) ……………………………………………………………........ 12. Total assets (sum of items 1 through 11)………………………………………………………........... Liabilities 13. Deposits: a. In domestic offices (sum of totals of columns A and C from Schedule RC - E)………………… 0 3545 0 2145 4,000 2150 0 2130 0 3656 2,000 2143 2,453,000 2160 38,920,000 2170 26,750,000 2200 9,297,000 6631 (1) Noninterest - bearing (7) ………………………………………… (2) Interest - bearing…………………………………………………… 17,453,000 6636 b. Not applicable 14. Federal funds purchased and securities sold under agreements to repurchase: a. Federal funds purchased (8) ………………………………………..………….............................. b. Securities sold under agreements to repurchase (9) ……………………………………………… 15. Trading liabilities (from Schedule RC - D)…………………………………………………..…………... 16. Other borrowed money (includes mortgage indebtedness) (from Schedule RC - M)...................... 17. and 18. Not applicable 19. Subordinated notes and debentures (10) ……………………………………………………………… 0 B993 0 B995 0 3548 0 3190 0 3200 1.a. 1.b. 2.a. 2.b. 2.c. 3.a. 3.b. 4.a. 4.b. 4.c. 4.d. 5. 6. 7. 8. 9. 10. 11. 12. 13.a. 13.a.(1) 13.a.(2) 14.a. 14.b. 15. 16. 19. 1. Includes cash items in process of collection and unposted debits. 2. Includes time certificates of deposit not held for trading. 3. Institutions should report in item 2.a amounts net of any applicable allowance for credit losses, and item 2.a should equal Schedule RC - B, item 8, column A, less Schedule RI - B, Part II, item 7, column B. 4. Item 2.c is to be completed by all institutions. See the instructions for this item and the Glossary entry for “Securities Activities” for further detail on accounting for investments in equity securities. 5. Includes all securities resale agreements, regardless of maturity. 6. Institutions should report in items 3.b and 11 amounts net of any applicable allowance for credit losses. 7. Includes noninterest - bearing demand, time, and savings deposits. 8. Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.” 9. Includes all securities repurchase agreements, regardless of maturity. 10. Includes limited - life preferred stock and related surplus. 03/2024

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 17 of 85 RC - 2 Schedule RC — Continued Memoranda To be reported with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2023 ……………………………………………………………………………………............ Number RCON 2a 6724 M.1. 1a = An integrated audit of the reporting institution’s financial statements and its internal control over financial reporting conducted in accordance with the standards of the American Institute of Certified Public Accountants (AICPA) or Public Company Accounting Oversight Board (PCAOB) by an indepen - dent public accountant that submits a report on the institution 1b = An audit of the reporting institution’s financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the institution 2a = An integrated audit of the reporting institution’s parent holding company’s consolidated financial statements and its internal control over financial reporting conducted in accordance with the standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately) 2b = An audit of the reporting institution’s parent holding company’s consolidated financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately) 3 = This number is not to be used 4 = Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state - chartering authority) 5 = Directors’ examination of the bank performed by other external auditors (may be required by state - chartering authority) 6 = Review of the bank’s financial statements by external auditors 7 = Compilation of the bank’s financial statements by external auditors 8 = Other audit procedures (excluding tax preparation work) 9 = No external audit work Date RCON 1231 8678 To be reported with the March Report of Condition. 2. Bank’s fiscal year - end date (report the date in MMDD format)................................................................... M.2. 1. Includes, but is not limited to, net unrealized holding gains (losses) on available - for - sale securities, accumulated net gains (losses) on cash flow hedges, and accumulated defined benefit pension and other postretirement plan adjustments. 2. Includes treasury stock and unearned Employee Stock Ownership Plan shares. Amount RCON Dollar Amounts in Thousands Liabilities — continued 20. 2,443,000 2930 20. Other liabilities (from Schedule RC - G)…………………………………………………………………….…… 21. 29,193,000 2948 21. Total liabilities (sum of items 13 through 20)…………………………………………………………………… 22. Not applicable Equity Capital Bank Equity Capital 23. Perpetual preferred stock and related surplus………………………………………………………………… 06/2012 3838 24. Common stock……………………………………………………………………………………………….……… 3230 2,127,000 25. Surplus (exclude all surplus related to preferred stock)………………………………………………..……… 3839 935,000 26. a Retained earnings………………………………………………………………………………………..……… 3632 6,702,000 b Accumulated other comprehensive income (1) ………………………………………………………….…… B530 (37,000) c Other equity capital components (2) …………………………………………………………………………… A130 27. a Total bank equity capital (sum of items 23 through 26.c)………………………………………………….. 3210 9,727,000 b Noncontrolling (minority) interests in consolidated subsidiaries…………………………………….……... 3000 28. Total equity capital (sum of items 27.a and 27.b)………………………………………………………..……… G105 9,727,000 29. Total liabilities and equity capital (sum of items 21 and 28)……………………………………………..…… 3300 38,920,000 0 23. 24. 25. 26.a. 26.b. 0 26.c. 27.a. 0 27.b. 28. 29.

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 18 of 85 RC - 3 Schedule RC - A — Cash and Balances Due from Depository Institutions Schedule RC - A is to be completed only by banks with $300 million or more in total assets. (1) Exclude assets held for trading. Amount RCON Dollar Amounts in Thousands 1. Cash items in process of collection, unposted debits, and currency and coin: 1.a. 30,000 0020 a. Cash items in process of collection and unposted debits.................................................................... 1.b. 0 0080 b. Currency and coin......................................................................................................................... ... .... 2. 3,000 0082 2. Balances due from depository institutions in the U.S................................................................................. 3. 0 0070 3. Balances due from banks in foreign countries and foreign central banks.................................................. 4. 14,509,000 0090 4. Balances due from Federal Reserve Banks............................................................................................... 5. 14,542,000 0010 5. Total (sum of items 1 through 4) (must equal Schedule RC, sum of items 1.a and 1.b)…........................ 1. The $300 million asset - size test is based on the total assets reported on the June 30, 2023 , Report of Condition. Schedule RC - B — Securities Exclude assets held for trading. Available - for - sale Held - to - maturity Dollar Amounts in Thousands (Column D) Fair Value (Column C) Amortized Cost (Column B) Fair Value (Column A) Amortized Cost Amount RCON Amount RCON Amount RCON Amount RCON 375,000 1287 423,000 1286 0 0213 0 0211 1. U.S. Treasury securities……..... 2. U.S. Government agency and sponsored agency obligations (exclude mort - gage - backed securities) (1) …… 3. Securities issued by states and political subdivisions in the U.S………............................ 0 HT53 0 HT52 0 HT51 0 HT50 0 8499 0 8498 0 8497 0 8496 1. 2. 3. 1. Includes Small Business Administration “Guaranteed Loan Pool Certificates”; U.S. Maritime Administration obligations; Export - Import Bank participation certificates; and obligations (other than mortgage - backed securities) issued by the Farm Credit System, the Federal Home Loan Bank System, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Resolution Funding Corporation, the Student Loan Marketing Association, and the Tennessee Valley Authority. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 19 of 85 RC - 4 Schedule RC - B — Continued Available - for - sale Held - to - maturity Dollar Amounts in Thousands (Column D) Fair Value (Column C) Amortized Cost (Column B) Fair Value (Column A) Amortized Cost Amount RCON Amount RCON Amount RCON Amount RCON 4. Mortgage - backed securities (MBS): a. Residential mortgage pass - through securities: (1) Guaranteed by GNMA………………… (2) Issued by FNMA and FHLMC…………… (3) Other pass - through securities…… b. Other residential mortgage - backed securities (include CMOs, REMICs, and stripped MBS): (1) Issued or guar - anteed by U.S. Government agencies or sponsored agencies (1) ………… (2) Collateralized by MBS issued or guaranteed by U.S. Government agencies or sponsored agencies (1) ............ (3) All other residential MBS........... c. Commercial MBS (1) Commercial mortgage pass - through securities: (a) Issued or guaranteed by FNMA, FHLMC, or GNMA…………… (b) Other pass - through securities………… 0 G303 0 G302 0 G301 0 G300 0 G307 0 G306 0 G305 0 G304 0 G311 0 G310 0 G309 0 G308 0 G315 0 G314 0 G313 0 G312 0 G319 0 G318 0 G317 0 G316 0 G323 0 G322 0 G321 0 G320 0 K145 0 K144 0 K143 0 K142 0 K149 0 K148 0 K147 0 K146 4.a.(1) 4.a.(2) 4.a.(3) 4.b.(1) 4.b.(2) 4.b.(3) 4.c.(1)(a) 4.c.(1)(b) 1. U.S. Government agencies include, but are not limited to, such agencies as the Government National Mortgage Association (GNMA), the Federal Deposit Insurance Corporation (FDIC), and the National Credit Union Administration (NCUA). U.S. Government - sponsored agencies include, but are not limited to, such agencies as the Federal Home Loan Mortgage Corporation (FHLMC) and the Federal National Mortgage Association (FNMA). 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 20 of 85 RC - 5 Schedule RC - B — Continued Available - for - sale Held - to - maturity Dollar Amounts in Thousands (Column D) Fair Value (Column C) Amortized Cost (Column B) Fair Value (Column A) Amortized Cost Amount RCON Amount RCON Amount RCON Amount RCON 4. c . ( 2 ) Other commercial MBS: (a) Issued or guaranteed by U.S. Government agencies or sponsored agencies (1) .............. (b) All other commercial MBS…………………… 5. Asset - backed securities and structured financial products : a. Asset - backed securities (ABS) .............. …… b. Structured financial products ……………………… 6. Other debt securities : a. Other domestic debt securities ………………… . … b. Other foreign debt securities ………………… . … 7. Unallocated portfolio layer fair value hedge basis adjustments ( 2 ) .. ………… 8. Total (sum of items 1 through 7 ) ( 3 ) .. …………………… 0 K153 0 K152 0 K151 0 K150 0 K157 0 K156 0 K155 0 K154 0 C027 0 C989 0 C988 0 C026 0 HT61 0 HT60 0 HT59 0 HT58 0 1741 0 1739 0 1738 0 1737 0 1746 0 1744 0 1743 0 1742 NA MG95 375,000 1773 423,000 1772 0 1771 0 1754 4.c.(2)(a) 4.c.(2)(b) 5.a. 5.b. 6.a. 6.b. 7. 8. 1. U.S. Government agencies include, but are not limited to, such agencies as the Government National Mortgage Association (GNMA), the Federal Deposit Insurance Corporation (FDIC), and the National Credit Union Administration (NCUA). U.S. Government - sponsored agencies include, but are not limited to, such agencies as the Federal Home Loan Mortgage Corporation (FHLMC) and the Federal National Mortgage Association (FNMA). 2. This item is to be completed by institutions that have adopted ASU 2022 - 01, as applicable. 3. The total reported in column A must equal Schedule RC, item 2.a, plus Schedule RI - B, Part II, item 7, column B. The total reported in column D must equal Schedule RC, item 2.b. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 21 of 85 RC - 6 Schedule RC - B — Continued Memoranda Dollar Amounts in Thousands RCON Amount 0416 0 M.1. 1. Pledged securities (1) ………………………………………………………………………………………… 2. Maturity and repricing data for debt securities (excluding those in nonaccrual status): a. Securities issued by the U.S. Treasury, U.S. Government agencies, and states and political subdivisions in the U.S.; other non - mortgage debt securities; and mortgage pass - through securities other than those backed by closed - end first lien 1 – 4 family residential mortgages with a remaining maturity or next repricing date of: (2) , (3) (1) Three months or less…………………………………………………………………………………… A549 (2) Over three months through 12 months…………………………………………………………….… A550 (3) Over one year through three years………………………………………………………………..…… A551 (4) Over three years through five years…………………………………………………………………… A552 375,000 (5) Over five years through 15 years………………………………………………………………….…… A553 (6) Over 15 years…………………………………………………………………………………………… A554 0 M.2.a.(1) 0 M.2.a.(2) 0 M.2.a.(3) M.2.a.(4) 0 M.2.a.(5) 0 M.2.a.(6) b. Mortgage pass - through securities backed by closed - end first lien 1 – 4 family residential mortgages with a remaining maturity or next repricing date of: (2) , (4) (1) Three months or less…………………………………………………………………………………… A555 (2) Over three months through 12 months…………………………………………………………….… A556 (3) Over one year through three years………………………………………………………………..…… A557 (4) Over three years through five years……………………………………………………………….…… A558 (5) Over five years through 15 years………………………………………………………………….…… A559 (6) Over 15 years…………………………………………………………………………………………… A560 0 M.2.b.(1) 0 M.2.b.(2) 0 M.2.b.(3) 0 M.2.b.(4) 0 M.2.b.(5) 0 M.2.b.(6) c. Other mortgage - backed securities (include CMOs, REMICs, and stripped MBS; exclude mortgage pass - through securities) with an expected average life of: (5) (1) Three years or less…………………………………………………………………………………..… A561 (2) Over three years……………………………………………………………………………………..…… A562 0 M.2.c.(1) 0 M.2.c.(2) d. Debt securities with a REMAINING MATURITY of one year or less (included in Memorandum items 2.a through 2.c above)……………………………………………… A248 0 M.2.d. Memorandum item 3 is to be completed semiannually in the June and December reports only. 3. Amortized cost of held - to - maturity securities sold or transferred to available - for - sale or trading securities during the calendar year - to - date (report the amortized cost at date of sale or transfer)…… 1778 0 M.3. 4. Structured notes (included in the held - to - maturity and available - for - sale accounts in Schedule 1. Includes held - to - maturity securities at amortized cost, available - for - sale debt securities at fair value, and equity securities with readily determinable fair values not held for trading (reported in Schedule RC, item 2.c) at fair value. 2. Report fixed - rate debt securities by remaining maturity and floating - rate debt securities by next repricing date. 3. Sum of Memorandum items 2.a.(1) through 2.a.(6) plus any nonaccrual debt securities in the categories of debt securities reported in Memorandum item 2.a that are included in Schedule RC - N, item 10, column C, must equal Schedule RC - B, sum of items 1, 2, 3, 4.c.(1), 5, and 6, columns A and D, plus residential mortgage pass - through securities other than those backed by closed - end first lien 1 – 4 family residential mortgages included in Schedule RC - B, item 4.a, columns A and D. 4. Sum of Memorandum items 2.b.(1) through 2.b.(6) plus any nonaccrual mortgage pass - through securities backed by closed - end first lien 1 – 4 family residential mortgages included in Schedule RC - N, item 10, column C, must equal Schedule RC - B, item 4.a, sum of columns A and D, less the amount of residential mortgage pass - through securities other than those backed by closed - end first lien 1 – 4 family residential mortgages included in Schedule RC - B, item 4.a, columns A and D. 5. Sum of Memorandum items 2.c.(1) and 2.c.(2) plus any nonaccrual “Other mortgage - backed securities” included in Schedule RC - N, item 10, column C, must equal Schedule RC - B, sum of items 4.b and 4.c.(2), columns A and D. RC - B, items 2, 3, 5, and 6): M.4.a. 0 8782 a. Amortized cost……………………………………………………………………………………………… M.4.b. 0 8783 b. Fair value………………………………………………………………………………………………….… 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 22 of 85 RC - 7 Schedule RC - B — Continued Memoranda — Continued Available - for - sale Held - to - maturity Dollar Amounts in Thousands (Column D) Fair Value (Column C) Amortized Cost (Column B) Fair Value (Column A) Amortized Cost Amount RCON Amount RCON Amount RCON Amount RCON Memorandum items 5.a through 5.f and 6.a through 6.g are to be completed by banks with $10 billion or more in total assets. (1) 5. Asset - backed securities (ABS) (for each column, sum of Memorandum items 5.a through 5.f must equal Schedule RC - B, item 5.a): a. Credit card receivables……………….… b. Home equity lines…………… c. Automobile loans………….… d. Other consumer loans……… e. Commercial and industrial loans…………….… f. Other……………………….. 5. Structured financial prod - ucts by underlying collat - eral or reference assets (for each column, sum of Memorandum items 6.a through 6.g must equal Schedule RC - B, item 5.b: a. Trust preferred securities issued by financial institutions.............. b. Trust preferred securities issued by real estate investment trusts.................. c. Corporate and similar loans.................................... d. 1 - 4 family residential MBS issued or guaran - teed by U.S. Government - sponsored enterprises (GSEs).............. e. 1 - 4 family residential MBS not issued or guaranteed by GSEs............ f. Diversified (mixed) pools of structured financial products................. g. Other collateral or reference assets.................. 0 B841 0 B840 0 B839 0 B838 0 B845 0 B844 0 B843 0 B842 0 B849 0 B848 0 B847 0 B846 0 B853 0 B852 0 B851 0 B850 0 B857 0 B856 0 B855 0 B854 0 B861 0 B860 0 B859 0 B858 0 G351 0 G350 0 G349 0 G348 0 G355 0 G354 0 G353 0 G352 0 G359 0 G358 0 G357 0 G356 0 G363 0 G362 0 G361 0 G360 0 G367 0 G366 0 G365 0 G364 0 G371 0 G370 0 G369 0 G368 0 G375 0 G374 0 G373 0 G372 M.5.a. M.5.b. M.5.c. M.5.d. M.5.e. M.5.f. M.6.a. M.6.b. M.6.c. M.6.d. M.6.e. M.6.f. M.6.g. 1. The $10 billion asset - size test is based on the total assets reported on the June 30, 2023 , Report of Condition. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 23 of 85 RC - 8 Schedule RC - C — Loans and Lease Financing Receivables Part I. Loans and Leases Do not deduct the allowance for credit losses on loans and leases or the allocated transfer risk reserve from amounts reported in this schedule. Report (1) loans and leases held for sale at the lower of cost or fair value, (2) loans and leases held for investment, net of unearned income, and (3) loans and leases accounted for at fair value under a fair value option. Exclude assets held for trading and commercial paper. 1.a.(1) 1.a.(2) 1.b. 1.c.(1) 1.c.(2)(a) 1.c.(2)(b) 1.d. 1.e.(1) 1.e.(2) 2. 2.a. 2.b. 2.c. 3. 4. 4.a. 4.b. … … 6.a. 6.b. 6.c. 6.d. … … (Column B) To Be Completed by All Banks (Column A) To Be Completed by Banks with $300 Million or More in Total Assets (1) Dollar Amounts in Thousands Amount RCON Amount RCON 1. Loans secured by real estate: a. Construction, land development, and other land loans: (1) 1 – 4 family residential construction loans…………………..………………............. (2) Other construction loans and all land development and other land loans………………………………………….…………………………………… b. Secured by farmland (including farm residential and other improvements)…………………………………… c. Secured by 1 – 4 family residential properties: (1) Revolving, open - end loans secured by 1 – 4 family residential properties and extended under lines of credit…………………………....…........... (2) Closed - end loans secured by 1 – 4 family residential properties: (a) Secured by first liens……………………………………….…………………… (b) Secured by junior liens…………………………………………………….....… d. Secured by multifamily (5 or more) residential properties…………………................. e. Secured by nonfarm nonresidential properties: (1) Loans secured by owner - occupied nonfarm nonresidential properties …………………………………………………………… (2) Loans secured by other nonfarm nonresidential properties……………………… 2. Loans to depository institutions and acceptances of other banks……………………… a. To commercial banks in the U.S. …………………………….…………........................ b. To other depository institutions in the U.S…………………………….…………........... c. To banks in foreign countries 3. Loans to finance agricultural production and other loans to farmers……………............ 4. Commercial and industrial loans………………………………………….………………… a. To U.S. addressees (domicile)………………………………………………….………… b. To non - U.S. addressees (domicile)………………………………….………….............. 5. Not applicable 6. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper): a. Credit cards………………………………………..…………..……………………........... b. Other revolving credit plans…………………………………………….………………… c. Automobile loans…………………………………………………………….…………… d. Other consumer loans (includes single payment and installment, loans other than automobile loans, and all student loans)…………………………… 7. Not applicable 8. Obligations (other than securities and leases) of states and political subdivisions in the U.S………………………………………………….…………………… 0 F158 79,000 F159 0 1420 260,000 1797 1,937,000 5367 32,000 5368 2,334,000 1460 0 F160 2,068,000 F161 1,125,000 1288 1,000 B531 0 B534 1,124,000 B535 0 1590 3,178,000 1766 2,731,000 1763 447,000 1764 0 B538 0 B539 0 K137 364,000 K207 0 2107 8. 1. The $300 million asset - size test is based on the total assets reported on the June 30, 2023 , Report of Condition. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 24 of 85 RC - 9 Schedule RC - C — Continued Part I — Continued (Column B) To Be Completed by All Banks (Column A) To Be Completed by Banks with $300 Million or More in Total Assets (1) Dollar Amounts in Thousands Amount RCON Amount RCON 9. Loans to nondepository financial institutions and other loans: a. Loans to nondepository financial institutions……………………………..... b. Other loans…………………………………………………………………….. (1) Loans for purchasing or carrying securities (secured and unsecured) .................................................................... (2) All other loans (exclude consumer loans)............................................ 10. Lease financing receivables (net of unearned income)................................. a. Leases to individuals for household, family, and other personal expenditures (i.e., consumer leases)……………………………................. b. All other leases……………………………………………………………….... 11. LESS: Any unearned income on loans reflected in items 1 - 9 above............ 12. Total loans and leases held for investment and held for sale (sum of items 1 through 10 minus item 11) (must equal Schedule RC, sum of items 4.a and 4.b)…...............…............. 70,000 J454 5,193,000 J464 2,326,000 1545 2,867,000 J451 0 2165 0 F162 0 F163 0 2123 16,640,000 2122 9.a. 9.b. 9.b.(1) 9.b.(2) 10. 10.a. 10.b. 11. 12. Memoranda M.1.a.(1) M.1.a.(2) M.1.b. M.1.c. M.1.d.(1) M.1.d.(2) M.1.e. M.1.e.(1) M.1.e.(2) M.1.f. (1) Loans secured by farmland……………………………………………… Amount RCON Dollar Amounts in Thousands 1. Loans restructured in troubled debt restructurings that are in compliance with their modified terms (included in Schedule RC - C, Part I, and not reported as past due or nonaccrual in Schedule RC - N, Memorandum item 1): a. Construction, land development, and other land loans: (1) 1 — 4 family residential construction loans…………………………………………………...……… (2) Other construction loans and all land development and other land loans……………………… b. Loans secured by 1 — 4 family residential properties……………………...…………………………… c. Secured by multifamily (5 or more) residential properties…………………………………………… d. Secured by nonfarm nonresidential properties: (1) Loans secured by owner - occupied nonfarm nonresidential properties………………………… (2) Loans secured by other nonfarm nonresidential properties……………………………………… e. Commercial and industrial loans……………………………………………………………..…………… Memorandum items 1.e.(1) and (2) are to be completed by banks with $300 million or more in total assets (1) (sum of Memorandum items 1.e(1) and (2) must equal Memorandum item 1.e): 0 K158 0 K159 0 F576 0 K160 0 K161 0 K162 0 K256 0 K163 (1) To U.S. addressees (domicile)…………………………………..…........ (2) To non - U.S. addressees (domicile)...................................................... 0 K164 f. All other loans ( include loans to individuals for household, family, and other personal expenditures)……………………………………………………………………………………………… Itemize loan categories included in Memorandum item 1.f, above that exceed 10 percent of total loans restructured in troubled debt restructurings that are in compliance with their modified terms (sum of Memorandum items 1.a through 1.e plus 1.f): 0 K165 0 K166 M.1.f.(1) (2) and (3) Not applicable 1. The $300 million asset - size test is based on the total assets reported on the June 30, 2023 , Report of Condition. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 25 of 85 RC - 10 Schedule RC - C — Continued Part I — Continued Memoranda — Continued Amount RCON Amount RCON Dollar Amounts in Thousands 1. f. (4) Loans to individuals for household, family, and other personal expenditures: (a) Credit cards……………..……………………………………………… (b) Automobile loans………………………………………………………… (c) Other (includes revolving credit plans other than credit cards and other consumer loans)..................................................... Memorandum item 1 . f . ( 5 ) is to be completed by : ( 1 ) • Banks with $ 300 million or more in total assets • Banks with less than $ 300 million in total assets that have loans to finance agricultural production and other loans to farmers (Schedule RC - C, Part I, item 3 ) exceeding 5 percent of total loans ( 5 ) Loans to finance agricultural production and other loans to farmers included in Schedule RC - C, Part I, Memorandum item 1 . f, above ……………………………………………… 0 K098 0 K203 0 K204 0 K168 g. Total loans restructured in troubled debt restructurings that are in compliance with their modified terms (sum of Memorandum items 1.a.(1) through 1.e plus 1.f)…………………………… 2. Maturity and repricing data for loans and leases (excluding those in nonaccrual status): a. Closed - end loans secured by first liens on 1 – 4 family residential properties (reported in Schedule RC - C, Part I, item 1.c.(2)(a), column B) with a remaining maturity or next repricing date of: (2), (3) (1) Three months or less…………………………………………………………………………………… (2) Over three months through 12 months……………………………………………………………… (3) Over one year through three years…………………………………………………………………… (4) Over three years through five years………………………………………………………………… (5) Over five years through 15 years……………………………………………………………………… (6) Over 15 years…………………………………………………………………………………………… b. All loans and leases (reported in Schedule RC - C, Part I, items 1 through 10, column B above) EXCLUDING closed - end loans secured by first liens on 1 – 4 family residential properties (reported in Schedule RC - C, Part I, item 1.c.(2)(a), column B, above) with a remaining maturity or next repricing date of: (2) , (4) (1) Three months or less…………………………………………………………………………............... (2) Over three months through 12 months……………………….…………………………………........ (3) Over one year through three years……………….…………………………………......................... (4) Over three years through five years……………………...……………………………….................. (5) Over five years through 15 years……………………………………………………………….......... (6) Over 15 years………………………………………………………………………………................... c. Loans and leases (reported in Schedule RC - C, Part I, items 1 through 10, column B, above) with a REMAINING MATURITY of one year or less (excluding those in nonaccrual status)……… 0 HK25 78,000 A564 254,000 … A565 294,000 A566 182,000 … A567 1,097,000 A568 11,000 A569 13,685,000 A570 726,000 A571 5,000 A572 12,000 A573 19,000 A574 254,000 A575 14,394,000 A247 M.1.f.(4)(a) M.1.f.(4)(b) M.1.f.(4)(c) M.1.f.(5) M.1.g. M.2.a.(1) M.2.a.(2) M.2.a.(3) M.2.a.(4) M.2.a.(5) M.2.a.(6) M.2.b.(1) M.2.b.(2) M.2.b.(3) M.2.b.(4) M.2.b.(5) M.2.b.(6) M.2.c. 1. The $300 million asset - size test and the 5 percent of total loans test are based on the total assets and total loans reported on the June 30 , 2023, Report of Condition. 2. Report fixed - rate loans and leases by remaining maturity and floating rate loans by next repricing date. 3. Sum of Memorandum items 2.a.(1) through 2.a.(6) plus total nonaccrual closed - end loans secured by first liens on 1 – 4 family residential properties included in Schedule RC - N, item 1.c.(2)(a), column C, must equal total closed - end loans secured by first liens on 1 – 4 family residential properties from Schedule RC - C, Part I, item 1.c.(2)(a), column B. 4. Sum of Memorandum items 2.b.(1) through 2.b.(6), plus total nonaccrual loans and leases from Schedule RC - N, item 9, column C, minus nonaccrual closed - end loans secured by first liens on 1 – 4 family residential properties included in Schedule RC - N, item 1.c.(2)(a), column C, must equal total loans and leases from Schedule RC - C, Part I, sum of items 1 through 10, column B, minus total closed - end loans secured by first liens on 1 – 4 family residential properties from Schedule RC - C, Part I, item 1.c.(2)(a), column B. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 26 of 85 RC - 11 Schedule RC - C — Continued Part I — Continued Memoranda — Continued Dollar Amounts in Thousands 3. Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RC - C, Part I, items 4 and 9, column B (1) ……… 4. Adjustable - rate closed - end loans secured by first liens on 1 – 4 family residential properties M.3. (included in Schedule RC - C, Part I, item 1.c.(2)(a), column B)………………………………................ M.4. 5. To be completed by banks with $300 million or more in total assets: (2) Loans secured by real estate to non - U.S. addressees (domicile) (included in Schedule RC - C, Part I, items 1.a through 1.e, column B)………………………………… M.5. Memorandum item 6 is to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes. 6. Outstanding credit card fees and finance charges included in Schedule RC - C, Part I, item 6.a. 7. Not applicable M.6. Memorandum item 8.a is to be completed by all banks semiannually in the June and December reports only. 8. Closed - end loans with negative amortization features secured by 1 – 4 family residential properties: a. Total amount of closed - end loans with negative amortization features secured by 1 – 4 family residential properties (included in Schedule RC - C, Part I, items 1.c.(2)(a) and (b))....................... M.8.a. Memorandum items 8.b and 8.c are to be completed semiannually in the June and December reports only by banks that had closed - end loans with negative amortization features secured by 1 – 4 family residential properties (as reported in Schedule RC - C, Part I, Memorandum item 8.a) as of the preceding December 31 report date, that exceeded the lesser of $100 million or 5 percent of total loans and leases held for investment and held for sale (as reported in Schedule RC - C, Part I, item 12, column B). b. Total maximum remaining amount of negative amortization contractually permitted on closed - end loans secured by 1 – 4 family residential properties……………………………………… c. Total amount of negative amortization on closed - end loans secured by 1 – 4 family residential M.8.b. properties included in the amount reported in Memorandum item 8.a above……………........….... M.8.c 9. Loans secured by 1 – 4 family residential properties in process of foreclosure (included in Schedule RC - C, Part I, items 1.c.(1), 1.c.(2)(a), and 1.c.(2)(b))…………….................... Amount RCON 40,000 2746 1,926,000 5370 108,000 B837 NA C391 0 F230 NA F231 NA F232 0 F577 M.9. 10. and 11. Not applicable 1. Exclude loans secured by real estate that are included in Schedule RC - C, Part I, items 1.a through 1.e, column B. 06/2012

06/2012 DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 27 of 85 RC - 12 Schedule RC - C — Continued Part I — Continued Memoranda — Continued (Column C) Best Estimate at Acquisition Date of Contractual Cash Flows Not Expected to be Collected (Column B) Gross Contractual Amounts Receivable at Acquisition Date (Column A) Fair Value of Acquired Loans and Leases at Acquisition Date Dollar Amounts in Thousands Amount RCON Amount RCON Amount RCON Memorandum items 12.a, 12.b, 12.c, and 12.d are to be completed semiannually in the June and December reports only. 12. Loans (not considered purchased credit deteriorated per FASB ASC 326) and leases held for investment that were acquired in business combinations with acquisition dates in the current calendar year: a. Loans secured by real estate………………….…… b. Commercial and industrial loans…………………… c. Loans to individuals for household, family, and other personal expenditures…………………… d. All other loans and all leases……………………… 0 G093 0 G092 0 G091 0 G096 0 G095 0 G094 0 G099 0 G098 0 G097 0 G102 0 G101 0 G100 M.12.a. M.12.b. M.12.c. M.12.d. Amount RCON Dollar Amounts in Thousands Memorandum item 13 is to be completed by banks that had construction, land development, and other land loans (as reported in Schedule RC - C, Part I, item 1.a, column B) that exceeded the sum of tier 1 capital (as reported in Schedule RC - R, Part I, item 26) plus the allowance for credit losses on loans and leases, (as reported in Schedule RC, item 4.c) as of the preceding December 31 report date. 13. Construction, land development, and other land loans with interest reserves: a. Amount of loans that provide for the use of interest reserves (included in Schedule RC - C, Part I, item 1.a, column B)..................................................................... b. Amount of interest capitalized from interest reserves on construction, land development, and other land loans that is included in interest and fee income on loans during the quarter (included in Schedule RI, item 1.a.(1)(b))............................................................................................ Memorandum item 14 is to be completed by all banks. 14. Pledged loans and leases....................................................................................................................... . Memorandum item 15 is to be completed for the December report only. 15. Reverse mortgages: a. Reverse mortgages outstanding that are held for investment (included in Schedule RC - C, item 1.c, above)..................................................................................... b. Estimated number of reverse mortgage loan referrals to other lenders during the year from whom compensation has been received for services performed in connection with the origination of the reverse mortgages .................................................................................................. c. Principal amount of reverse mortgage originations that have been sold during the year.................... 0 G376 RIAD 0 G377 RCON 292,000 G378 0 PR04 Number 0 PR05 Amount RCON 0 PR06 M.13.a. M.13.b. M.14. M.15.a. M.15.b. M.15.c.

06/2012 DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 28 of 85 RC - 13 Schedule RC - C — Continued Part I — Continued Memoranda — Continued Amount RCON Dollar Amounts in Thousands Memorandum item 16 is to be completed by all banks. 16. Revolving, open - end loans secured by 1 – 4 family residential properties and extended under lines of credit that have converted to non - revolving closed - end status (included in item 1.c.(1) above)....................................................................................................................... Amounts reported in Memorandum items 17.a and 17.b will not be made available to the public on an individual institution basis. 17. Eligible loan modifications under Section 4013, Temporary Relief from Troubled Debt Restructurings , of the 2020 Coronavirus Aid, Relief, and Economic Security Act: a. Number of Section 4013 loans outstanding................................................................................ b. Outstanding balance of Section 4013 loans............................................................................... 0 LE75 Number 0 LG24 Amount 0 LG25 M.16. M.17.a. M.17.b.

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 29 of 85 RC - 14 Schedule RC - C — Continued Part II. Loans to Small Businesses and Small Farms Report the number and amount currently outstanding as of the report date of business loans with “original amounts” of $1,000,000 or less and farm loans with “original amounts” of $500,000 or less. The following guidelines should be used to determine the “original amount” of a loan: (1) For loans drawn down under lines of credit or loan commitments, the “original amount” of the loan is the size of the line of credit or loan commitment when the line of credit or loan commitment was most recently approved, extended, or renewed prior to the report date. However, if the amount currently outstanding as of the report date exceeds this size, the “original amount” is the amount currently outstanding on the report date. (2) For loan participations and syndications, the “original amount” of the loan participation or syndication is the entire amount of the credit originated by the lead lender. (3) For all other loans, the “original amount” is the total amount of the loan at origination or the amount currently outstanding as of the report date, whichever is larger. Loans to Small Businesses 1. Indicate in the appropriate box at the right whether all or substantially all of the dollar volume of your bank’s “Loans secured by nonfarm nonresidential properties” reported in Schedule RC - C, Part I, items 1.e.(1) and 1.e.(2), and all or substantially all of the dollar volume of your bank’s “Commercial and industrial loans” reported in Schedule RC - C, Part I, item 4, (1) have original amounts of $100,000 or less (If your bank has no loans outstanding in both of these two loan categories, place an “X” in the box marked “NO.”) ............................................................................................................................. ... .......................... No Yes RCON x 6999 1. If YES, complete items 2.a and 2.b below, skip items 3 and 4, and go to item 5. If NO and your bank has loans outstanding in either loan category, skip items 2.a and 2.b, complete items 3 and 4 below, and go to item 5. If NO and your bank has no loans outstanding in both loan categories, skip items 2 through 4, and go to item 5. 2. Report the total number of loans currently outstanding for each of the following Schedule RC - C, Part I, loan categories: a. “Loans secured by nonfarm nonresidential properties” reported in Schedule RC - C, Part I, items 1.e.(1) and 1.e.(2) (Note: Sum of items 1.e.(1) and 1.e.(2) divided by the number of loans should NOT exceed $100,000.) ............................................................................................................................. ... ............. 2.a b. “Commercial and industrial loans” reported in Schedule RC - C, Part I, item 4 (1) (Note: Item 4, (1) divided by the number of loans should NOT exceed $100,000.) ................................................. Number of Loans Number RCON NA 5562 NA 5563 2.b Dollar Amounts in Thousands 3. Number and amount currently outstanding of “Loans secured by nonfarm nonresidential properties” reported in Schedule RC - C, Part I, items 1.e.(1) and 1.e.(2) (sum of items 3.a through 3.c must be less than or equal to Schedule RC - C, Part I, sum of items 1.e.(1) and 1.e.(2)): a. With original amounts of $100,000 or less ........................................................................... b. With original amounts of more than $100,000 through $250,000 ........................................ 3.a 3.b 3.c c. With original amounts of more than $250,000 through $1,000,000 ...................................... 4. Number and amount currently outstanding of “Commercial and industrial loans” reported in Schedule RC - C, Part I, item 4 (1) (sum of items 4.a through 4.c must be less than or equal to Schedule RC - C, Part I, item 4 (1) ): a. With original amounts of $100,000 or less ........................................................................... b. With original amounts of more than $100,000 through $250,000 ........................................ 4.a 4.b 4.c c. With original amounts of more than $250,000 through $1,000,000 ...................................... (Column B) Amount Currently Outstanding (Column A) Number of Loans Amount RCON Number RCON 0 5565 0 5564 0 5567 0 5566 0 5569 0 5568 0 5571 0 5570 0 5573 0 5572 0 5575 0 5574 1. Banks with $300 million or more in total assets should provide the requested information for “Commercial and industrial loans” based on the loans reported in Schedule RC - C, Part I, item 4.a, column A, “Commercial and industrial loans to U.S. addressees.” 06/2012

06/2012 DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 30 of 85 RC - 15 Schedule RC - C — Continued Part II — Continued Agricultural Loans to Small Farms 5. Indicate in the appropriate box at the right whether all or substantially all of the dollar volume of your bank’s “Loans secured by farmland (including farm residential and other improvements)” reported in Schedule RC - C, Part I, item 1.b, and all or substantially all of the dollar volume of your bank’s “Loans to finance agricultural production and other loans to farmers” in reported in Schedule RC - C, Part I, item 3, have original amounts of $100,000 or less (If your bank has no loans outstanding in both of these two loan categories, place an “X” in the box marked “NO.”) ................................................................................. No Yes RCON x 6860 5. If YES, complete items 6.a and 6.b below, and do not complete items 7 and 8. If NO and your bank has loans outstanding in either loan category, skip items 6.a and 6.b and complete items 7 and 8 below. If NO and your bank has no loans outstanding in both loan categories, do not complete items 6 through 8. 6. Report the total number of loans currently outstanding for each of the following Schedule RC - C, Part I, loan categories: a. “Loans secured by farmland (including farm residential and other improvements)” reported in Schedule RC - C, Part I, item 1.b (Note: Item 1.b, divided by the number of loans should NOT exceed $100,000.) ............................................................................................................................. ... ..... b. “Loans to finance agricultural production and other loans to farmers” in reported in Schedule RC - C, 6.a. Part I, item 3 (Note: Item 3 divided by the number of loans should NOT exceed $100,000.) .................... Number of Loans Number RCON NA 5576 NA 5577 6.b. Dollar Amounts in Thousands 7. Number and amount currently outstanding of “Loans secured by farmland (including farm residential and other improvements)” reported in Schedule RC - C, Part I, item 1.b (sum of items 7.a through 7.c must be less than or equal to Schedule RC - C, Part I, item 1.b): a. With original amounts of $100,000 or less............................................................ 7.a. 7.b. 7.c. b. With original amounts of more than $100,000 through $250,000 ........................ c. With original amounts of more than $250,000 through $500,000 ........................ 8. Number and amount currently outstanding of “Loans to finance agricultural production and other loans to farmers” reported in Schedule RC - C, Part I, item 3 (sum of items 8.a through 8.c must be less than or equal to Schedule RC - C, Part I, item 3): a. With original amounts of $100,000 or less............................................................ 8.a. 8.b. 8.c. b. With original amounts of more than $100,000 through $250,000 ........................ c. With original amounts of more than $250,000 through $500,000 ........................ (Column B) Amount Currently Outstanding (Column A) Number of Loans Amount RCON Number RCON NA 5579 NA 5578 NA 5581 NA 5580 NA 5583 NA 5582 NA 5585 NA 5584 NA 5587 NA 5586 NA 5589 NA 5588

d. Other loans…………………………………………………………………………......................................… M.1.d. 06/2012 DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 31 of 85 RC - 16 Schedule RC - D — Trading Assets and Liabilities Schedule RC - D is to be completed by banks that (1) reported total trading assets of $10 million or more in any of the four preceding calendar quarters, or (2) meet the FDIC’s definition of a large or highly complex institution for deposit insurance assessment purposes. Amount RCON Dollar Amounts in Thousands Assets 1. U.S. Treasury securities................................................................................................................... ... ............ 2. U.S. Government agency obligations (exclude mortgage - backed securities)................................................. 3. Securities issued by states and political subdivisions in the U.S.................................................................... 4. Mortgage - backed securities (MBS): a. Residential mortgage pass - through securities issued or guaranteed by FNMA, FHLMC, or GNMA……………………………………..………….................................................................................. b. Other residential MBS issued or guaranteed by U.S. Government agencies or sponsored agencies (1) (include CMOs, REMICs, and stripped MBS)...................................................................... c. All other residential MBS.......................................................................................................................... .. d. Commercial MBS issued or guaranteed by U.S. Government agencies or sponsored agencies (1) ............................................................................................................................ e. All other commercial MBS.......................................................................................................................... 1. Other debt securities: a. Structured financial products…………………………………………………………………………………… b. All other debt securities................................................................................................................... ... ........ 2. Loans: a. Loans secured by real estate: (1) Loans secured by 1 - 4 family residential properties............................................................................... (2) All other loans secured by real estate................................................................................................... b. Commercial and industrial loans................................................................................................................. c. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper)................................................................................... d. Other loans........................................................................................................................ ... ...................... 1. and 8. Not applicable 9. Other trading assets....................................................................................................................... ... .............. 10. Not applicable 11. Derivatives with a positive fair value................................................................................................................ 12. Total trading assets (sum of items 1 through 11) (must equal Schedule RC, item 5)..................................... Liabilities 13. a. Liability for short positions.................................................................................................................... ... ... b. Other trading liabilities.................................................................................................................. ... ........... 14. Derivatives with a negative fair value.............................................................................................................. 15. Total trading liabilities (sum of items 13.a through 14) (must equal Schedule RC, item 15)........................... 0 3531 0 3532 0 3533 0 G379 0 G380 0 G381 0 K197 0 K198 0 … HT62 0 G386 0 HT63 0 HT64 0 F614 0 HT65 0 F618 0 3541 0 3543 0 3545 0 3546 0 F624 0 3547 0 3548 1. 2. 3. 4.a. 4.b. 4.c. 4.d. 4.e. 5.a. 5.b. 6.a.(1) 6.a.(2) 6.b. 6.c. 6.d. 9. 11. 12. 13.a. 13.b. 14. 15. 1. U.S. Government agencies include, but are not limited to, such agencies as the Government National Mortgage Association (GNMA), the Federal Deposit Insurance Corporation (FDIC), and the National Credit Union Administration (NCUA). U.S. Government - sponsored agencies include, but are not limited to, such agencies as the Federal Home Loan Mortgage Corporation (FHLMC) and the Federal National Mortgage Association (FNMA). Memoranda Dollar Amounts in Thousands 1. Unpaid principal balance of loans measured at fair value (reported in Schedule RC - D, items 6.a through 6.d): a. Loans secured by real estate: (1) Loans secured by 1 - 4 family residential properties……………………………………………..….…….... M.1.a.(1) M.1.a.(2) M.1.b. (2) All other loans secured by real estate………………………………………………………………............ b. Commercial and industrial loans………………………………………………………………………………… c. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper)…………………………………………………………..... Amount RCON 0 HT66 0 HT67 0 F632 0 HT68 0 … F636 M.1.c.

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 32 of 85 RC - 17 Schedule RC - E — Deposit Liabilities Nontransaction Accounts Transaction Accounts Dollar Amounts in Thousands (Column C) Total Nontransaction Accounts (Including MMDAs) (Column B) Memo: Total Demand Deposits (1) (Included in Column A) (Column A) Total Transaction Accounts (Including Total Demand Deposits) Amount RCON Amount RCON Amount RCON Deposits of: 1. Individuals, partnerships, and corporations………… 2. U.S. Government……………………………………… 3. States and political subdivisions in the U.S. ……… 4. Commercial banks and other depository institutions in the U.S. ………………………………… 5. Banks in foreign countries…………………………… 6. Foreign governments and official institutions (including foreign central banks)…………………… 7. Total (sum of items 1 through 6) (sum of columns A and C must equal Schedule RC, item 13.a)……………………………………………… 2,536,000 B550 15,839,000 B549 0 2520 0 2202 0 2530 227,000 2203 244,000 B552 303,000 B551 118,000 2236 7,082,000 2213 0 2377 401,000 2216 2,898,000 2385 23,852,000 2210 23,852,000 2215 1. 2. 3. 4. 5. 6. 7. Memoranda Dollar Amounts in Thousands RCON Amount 1. Selected components of total deposits (i.e., sum of item 7, columns A and C): a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts…………………………… 6835 51,000 M.1.a. M.1.b. M.1.c. b. Total brokered deposits…………………………………………………………………………………… 2365 342,000 c. Brokered deposits of $250,000 or less (fully insured brokered deposits) (2) ……………………… HK05 335,000 d. Maturity data for brokered deposits: (1) Brokered deposits of $250,000 or less with a remaining maturity of one year or less (included in Memorandum item 1.c above)…........................................................................... HK06 335,000 M.1.d.(1) (2) Not applicable (3) Brokered deposits of more than $250,000 with a remaining maturity of one year or less (included in Memorandum item 1.b above)…………………………………………………… K220 7,000 M.1.d.(3) 5590 0 e. Preferred deposits (uninsured deposits of states and political subdivisions in the U.S. reported in item 3 above which are secured or collateralized as required under state law) (to be completed for the December report only) ……………………………………………………… f. Estimated amount of deposits obtained through the use of deposit listing services M.1.e. that are not brokered deposits ....................................................................................................... K223 0 M.1.f. M.1.g. JH83 0 g. Total reciprocal deposits................................................................................................................ h. Sweep deposits: (1) Fully insured, affiliate sweep deposits ..................................................................................... MT87 106,000 M.1.h.(1) M.1.h.(2) M.1.h.(3) M.1.h.(4) M.1.i. (2) Not fully insured, affiliate sweep deposits ................................................................................ MT89 358,000 (3) Fully insured, non - affiliate sweep deposits .............................................................................. MT91 0 (4) Not fully insured, non - affiliate sweep deposits ........................................................................ MT93 0 i. Total sweep deposits that are not brokered deposits .................................................................... MT95 428,000 1. Includes interest - bearing and noninterest - bearing demand deposits. 2. The dollar amount used as the basis for reporting in Memorandum item 1.c reflects the deposit insurance limits in effect on the report date. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 33 of 85 RC - 18 Schedule RC - E — Continued Memoranda — Continued Dollar Amounts in Thousands RCON Amount 2. Components of total nontransaction accounts (sum of Memorandum items 2.a through 2.d must equal item 7, column C above): a. Savings deposits: (1) Money market deposit accounts (MMDAs)……………………………………………………………… 6810 2,583,000 M.2.a.(1) M.2.a.(2) M.2.b. M.2.c. M.2.d. (2) Other savings deposits (excludes MMDAs)…………………………………………………………… 0352 0 b. Total time deposits of less than $100,000…………………………………………………………………… 6648 0 c. Total time deposits of $100,000 through $250,000………………………………………………………… J473 0 d. Total time deposits of more than $250,000 ………………………………………………………………… J474 315,000 F233 0 M.2.e. e. Individual Retirement Accounts (IRAs) and Keogh Plan accounts of $100,000 or more included in Memorandum items 2.c and 2.d above ……………………………………………………… 3. Maturity and repricing data for time deposits of $250,000 or less: a. Time deposits of $250,000 or less with a remaining maturity or next repricing date of: (1) , (2) (1) Three months or less……………………………………………………………………………………… HK07 0 M.3.a.(1) M.3.a.(2) M.3.a.(3) M.3.a.(4) (2) Over three months through 12 months………………………………………………………………… HK08 0 (3) Over one year through three years……………………………………………………………………… HK09 0 (4) Over three years…………………………………………………………………………………………… HK10 0 HK11 0 M.3.b. b. Time deposits of $250,000 or less with a REMAINING MATURITY of one year or less (included in Memorandum items 3.a.(1) and 3.a.(2) above) (3) ………………………………………… 4. Maturity and repricing data for time deposits of more than $250,000: a. Time deposits of more than $250,000 with a remaining maturity or next repricing date of: (1) , (4) (1) Three months or less……………………………………………………………………………………… HK12 287,000 M.4.a.(1) M.4.a.(2) M.4.a.(3) M.4.a.(4) (2) Over three months through 12 months………………………………………………………………… HK13 28,000 (3) Over one year through three years……………………………………………………………………… HK14 0 (4) Over three years…………………………………………………………………………………………… HK15 0 b. Time deposits of more than $250,000 with a REMAINING MATURITY of one year or less (included in Memorandum items 4.a.(1) and 4.a.(2) above) (3) ………………….………………........... K222 315,000 M.4.b. 5. Does your institution offer one or more consumer deposit account products, i.e., transaction account or nontransaction savings account deposit products intended primarily for individuals for personal, household, or family use?…………………………………………………………… Memorandum items 6 and 7 are to be completed by institutions with $1 billion or more in total assets (5) that answered “Yes” to Memorandum item 5 above. No Yes RCON x P752 M.5. Dollar Amounts in Thousands RCON Amount 6. Components of total transaction account deposits of individuals, partnerships, and corporations (sum of Memorandum items 6.a and 6.b must be less than or equal to item 1, column A above): a. Total deposits in those noninterest - bearing transaction account deposit products intended primarily for individuals for personal, household, or family use…………………………………………… P753 NA M.6.a. b. Total deposits in those interest - bearing transaction account deposit products intended primarily for individuals for personal, household, or family use…………………………………………… P754 NA M.6.b. 1. Report fixed - rate time deposits by remaining maturity and floating rate time deposits by next repricing date. 2. Sum of Memorandum items 3.a.(1) through 3.a.(4) must equal Schedule RC - E, sum of Memorandum items 2.b and 2.c. 3. Report both fixed - and floating - rate time deposits by remaining maturity. Exclude floating - rate time deposits with a next repricing date of one year or less that have a remaining maturity of over one year. 4. Sum of Memorandum items 4.a.(1) through 4.a.(4) must equal Schedule RC - E, Memorandum item 2.d. 5. The $1 billion asset - size test is based on the total assets reported on the June 30, 2023 , Report of Condition. 06/2012

06/2012 DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 34 of 85 RC - 19 Schedule RC - E — Continued Memoranda — Continued Dollar Amounts in Thousands 7. Components of total nontransaction account deposits of individuals, partnerships, and corporations (sum of Memorandum items 7.a.(1), 7.a.(2), 7.b.(1), and 7.b.(2) plus all time deposits of individuals, partnerships, and corporations must equal item 1, column C, above): a. Money market deposit accounts (MMDAs) of individuals, partnerships, and corporations (sum of Memorandum items 7.a.(1) and 7.a.(2) must be less than or equal to Memorandum item 2.a.(1) above): (1) Total deposits in those MMDA deposit products intended primarily for individuals for personal, household, or family use…………………………………………………………… (2) Deposits in all other MMDAs of individuals, partnerships, and corporations………………………………………………………………………………………… a. Other savings deposit accounts of individuals, partnerships, and corporations (sum of Memorandum items 7.b.(1) and 7.b.(2) must be less than or equal to Memorandum item 2.a.(2) above): (1) Total deposits in those other savings deposit account deposit products intended primarily for individuals for personal, household, or family use……………………………… (2) Deposits in all other savings deposit accounts of individuals, partnerships, and corporations………………………………………………………………………………………… Amount RCON NA P756 NA P757 NA … P758 NA P759 M.7.a.(1) M.7.a.(2) M.7.b.(1) M.7.b.(2)

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 35 of 85 RC - 20 Schedule RC - F — Other Assets (1) Amount RCON Dollar Amounts in Thousands 124,000 B556 1. Accrued interest receivable (2) ………………………………………………………………………………....... 2. Net deferred tax assets (3) ………………………………………………………………………………............. 3. Interest - only strips receivable (not in the form of a security) (4) ……………………………………………… 4. Equity investments without readily determinable fair values (5) ………………………………..................... 5. Life insurance assets: a. General account life insurance assets……………………………………………………………………… b. Separate account life insurance assets……………………………………………………………………… c. Hybrid account life insurance assets………………………………………………………………………… 6. All other assets (itemize and describe amounts greater than $100,000 that exceed 25 percent of this item)……………… 468,000 2148 0 HT80 98,000 1752 0 K201 0 K202 0 K270 1,763,000 2168 0 2166 a. Prepaid expenses………….............................................................................. b. Repossessed personal property (including vehicles)………………….............. c. Derivatives with a positive fair value held for purposes other than trading…………………………………………………..…………….............. d. Not applicable e. Computer software........................................................................................... f. Accounts receivable......................................................................................... g. Receivables from foreclosed government - guaranteed mortgage loans........... 0 1578 0 C010 0 FT33 1,252,000 FT34 0 FT35 0 3549 TEXT 3549 h. i. j. 0 3550 TEXT 3550 0 3551 TEXT 3551 2,453,000 … 2160 7. Total (sum of items 1 through 6) (must equal Schedule RC, item 11)……………………………………… 1. 2. 3. 4. 5.a. 5.b. 5.c. 6. 6.a. 6.b. 6.c. 6.e. 6.f. 6.g. 6.h. 6.i. 6.j. 7. 1. Institutions should report asset amounts in Schedule RC - F net of any applicable allowance for credit losses. 2. Include accrued interest receivable on loans, leases, debt securities, and other interest - bearing assets. Exclude accrued interest receivable on interest - bearing assets that is reported elsewhere on the balance sheet. 3. See discussion of deferred income taxes in Glossary entry on “income taxes.” 4. Report interest - only strips receivable in the form of a security as available - for - sale securities in Schedule RC, item 2.b, or as trading assets in Schedule RC, item 5, as appropriate. 5. Include Federal Reserve stock, Federal Home Loan Bank stock, and bankers’ bank stock. Schedule RC - G — Other Liabilities Amount RCON Dollar Amounts in Thousands 44,000 3645 1. a. Interest accrued and unpaid on deposits (1) …………………………………………………………….…… b. Other expenses accrued and unpaid (includes accrued income taxes payable)………………………… 2. Net deferred tax liabilities (2) ……………………………………………………………………………………… 3. Allowance for credit losses on off - balance - sheet credit exposures………………………………………….… 4. All other liabilities (itemize and describe amounts greater than $100,000 that exceed 25 percent of this item)……………… 434,000 3646 0 3049 2,000 B557 1,963,000 2938 1,005,000 3066 a. Accounts payable…………………………………………………..……………… b. Deferred compensation liabilities………………………………………………… c. Dividends declared but not yet payable………………………………….……… d. Derivatives with a negative fair value held for purposes other than trading… e. Operating lease liabilities.................................................................................. 0 C011 0 2932 563,000 C012 0 LB56 0 3552 TEXT 3552 f. g. h. 0 3553 TEXT 3553 0 3554 TEXT 3554 2,443,000 … 2930 5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20)……………………………………… 1.a. 1.b. 2. 3. 4. 4.a. 4.b. 4.c. 4.d. 4.e. 4.f. 4.g. 4.h. 5. 1. For savings banks, include “dividends” accrued and unpaid on deposits. 2. See discussion of deferred income taxes in Glossary entry on “income taxes.” 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 36 of 85 RC - 21 Schedule RC - K — Quarterly Averages (1) Dollar Amounts in Thousands RCON Amount Assets 1. Interest - bearing balances due from depository institutions……………………………………….......................... 3381 11,200,000 1. B558 375,000 2. 3. B559 0 B560 0 4. 5. 3365 5,844,000 2. U.S. Treasury securities and U.S. Government agency obligations (2) (excluding mortgage - backed securities) ……………………………………………………………………………… 3. Mortgage - backed securities (2) ………………………………………………………………………….................... 4. All other debt securities (2) and equity securities with readily determinable fair values not held for trading (3) ……………………………………………………………………………………………….................. 5. Federal funds sold and securities purchased under agreements to resell……………………............................ 6. Loans: a. Total loans……………………………………………………………………………………................................. 3360 15,604,000 6.a. b. Loans secured by real estate: (1) Loans secured by 1 – 4 family residential properties…………………………………................................ 3465 2,205,000 6.b.(1) 6.b.(2) 6.c. (2) All other loans secured by real estate…………………………………………………................................ 3466 4,196,000 3387 2,753,000 B561 0 6.d.(1) B562 332,000 6.d.(2) c. Commercial and industrial loans……………………………………………………………............................... d. Loans to individuals for household, family, and other personal expenditures: (1) Credit cards………………………………………………………………………………................................ (2) Other (includes revolving credit plans other than credit cards, automobile loans, and other consumer loans)………………………...…………………..……….……………........................ Item 7 is to be completed by (1) banks that reported total trading assets of $10 million or more in any of the four preceding calendar quarters and (2) all banks meeting the FDIC’s definition of a large or highly complex institution for deposit insurance assessment purposes. 7. Trading assets………………………………………………………………...………………..................................... 3401 0 7. 8. 9. 8. Lease financing receivables (net of unearned income)……………………...………………................................ 3484 0 9. Total assets (4) ……………………………………………………………………………………..…………………… 3368 34,998,000 3485 6,836,000 10. Liabilities 10. Interest - bearing transaction accounts (interest - bearing demand deposits, NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts)…………………….………….................... 11. Nontransaction accounts: a. Savings deposits (includes MMDAs) ……………………………………………………………......................... B563 2,699,000 11.a. 11.b. 11.c. 12. b. Time deposits of $250,000 or less……………………………………………………………............................. HK16 0 c. Time deposits of more than $250,000……………………………………………………………....................... HK17 244,000 12. Federal funds purchased and securities sold under agreements to repurchase………..................................... 3353 0 13. To be completed by banks with $100 million or more in total assets: (5) Other borrowed money (includes mortgage indebtedness)....................................................…………………… 3355 0 13. 1. For all items, banks have the option of reporting either (1) an average of DAILY figures for the quarter, or (2) an average of WEEKLY figures (i.e., the Wednesday of each week of the quarter). 2. Quarterly averages for all debt securities should be based on amortized cost. 3. Quarterly averages for equity securities with readily determinable fair values should be based on fair value. 4. The quarterly average for total assets should reflect securities not held for trading as follows: a) Debt securities at amortized cost. b) Equity securities with readily determinable fair values at fair value. c) Equity investments without readily determinable fair values at their balance sheet carrying values (i.e., fair value or, if elected, cost minus impairment, if any, plus or minus changes resulting from observable price changes). 5. The $100 million asset - size test is based on the total assets reported on the June 30, 2023 , Report of Condition. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 37 of 85 RC - 22 Schedule RC - K — Quarterly Averages (1) — Continued Memorandum Dollar Amounts in Thousands RCON Amount Memorandum item 1 is to be completed by: (2) • banks with $300 million or more in total assets, and • banks with less than $300 million in total assets that have loans to finance agricultural production and other loans to farmers (Schedule RC - C, Part 1, item 3) exceeding 5 percent of total loans. 1. Loans to finance agricultural production and other loans to farmers ................................................... 3386 0 M.1. 1. For all items, banks have the option of reporting either (1) an average of DAILY figures for the quarter, or (2) an average of WEEKLY figures (i.e., the Wednesday of each week of the quarter). 2. The $300 million asset - size test and the 5 percent of total loans test are based on the total assets and total loans reported on the June 30, 2023 , Report of Condition. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 38 of 85 RC - 23 Schedule RC - L — Derivatives and Off - Balance - Sheet Items Please read carefully the instructions for the preparation of Schedule RC - L. Some of the amounts reported in Schedule RC - L are regarded as volume indicators and not necessarily as measures of risk. Amount RCON Dollar Amounts in Thousands 1. Unused commitments: a. Revolving, open - end lines secured by 1 – 4 family residential properties, e.g., home equity lines........................................................................................................................ ... ................... Item 1.a.(1) is to be completed for the December report only. (1) Unused commitments for reverse mortgages outstanding that are held for investment (included in item 1.a. above)............................................................................................................. b. Credit card lines........................................................................................................................ ... ........... Items 1.b.(1) and 1.b.(2) are to be completed semiannually in the June and December reports only by banks with either $300 million or more in total assets or $300 million or more in credit card lines (1) (sum of items 1.b.(1) and 1.b.(2) must equal item 1.b). (1) Unused consumer credit card lines................................................................................................... (2) Other unused credit card lines.......................................................................................................... c. Commitments to fund commercial real estate, construction, and land development loans: (1) Secured by real estate: (a) 1 – 4 family residential construction loan commitments................................................................ (b) Commercial real estate, other construction loan, and land development loan commitments.................................................................................................................. ... .......... (2) NOT secured by real estate.............................................................................................................. d. Securities underwriting................................................................................................................. ... ........ e. Other unused commitments: (1) Commercial and industrial loans....................................................................................................... (2) Loans to financial institutions............................................................................................................ (3) All other unused commitments.......................................................................................................... 2. Financial standby letters of credit…………………………………………………………..……....................... Item 2.a is to be completed by banks with $1 billion or more in total assets. (1) 172,000 3814 0 HT72 0 3815 0 J455 0 J456 0 F164 379,000 F165 0 6550 0 3817 176,000 J457 266,000 J458 6,026,000 J459 244,000 3819 0 3820 a. Amount of financial standby letters of credit conveyed to others……………… 105,000 3821 3. Performance standby letters of credit…………………………………………………….……......................... Item 3.a is to be completed by banks with $1 billion or more in total assets. (1) 0 3822 a. Amount of performance standby letters of credit conveyed to others………… 14,000 3411 4. Commercial and similar letters of credit………………………….……………………………………………… 5. Not applicable 6. Securities lent and borrowed: a. Securities lent (including customers’ securities lent where the customer is indemnified against loss by the reporting bank)………………………………………………………….………………………… b. Securities borrowed..................................................................................................................... ... ......... 0 3433 0 3432 (Column B) Purchased Protection (Column A) Sold Protection 7. Credit derivatives: a. Notional amounts: (1) Credit default swaps………………………………… (2) Total return swaps…………………………………… (3) Credit options………………………………………… (4) Other credit derivatives……………………………… Amount RCON Amount RCON 0 C969 0 C968 0 C971 0 C970 0 C973 0 C972 0 C975 0 C974 1.a. 1.a.(1) 1.b. 1.b.(1) 1.b.(2) 1.c.(1)(a) 1.c.(1)(b) 1.c.(2) 1.d. 1.e.(1) 1.e.(2) 1.e.(3) 2. 2.a. 3. 3.a. 4. 6.a. 6.b. 7.a.(1) 7.a.(2) 7.a.(3) 7.a.(4) 1. The asset - size tests and the $300 million credit card lines test are based on the total assets and credit card lines reported on the June 30, 2023 , Report of Condition. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 39 of 85 RC - 24 Schedule RC - L — Continued (Column A) Sold Protection (Column B) Purchased Protection Dollar Amounts in Thousands RCON Amount RCON Amount C219 0 C221 0 7. b. Gross fair values: (1) Gross positive fair value……………………… (2) Gross negative fair value……………………… 7.b.(1) 7.b.(2) C220 0 C222 0 RCON Amount 7. c. Notional amounts by regulatory capital treatment: (1) (1) Positions covered under the Market Risk Rule: (a) Sold protection…………………………………………………………………….………………… G401 0 7.c.(1)(a) 7.c.(1)(b) (b) Purchased protection………………………………………………………………………………… G402 0 (2) All other positions: (a) Sold protection……………………………………………………………………………………… G403 0 7.c.(2)(a) 7.c.(2)(b) (b) Purchased protection that is recognized as a guarantee for regulatory capital purposes…… G404 0 (c) Purchased protection that is not recognized as a guarantee for regulatory capital purposes……………………….……………………………………………………………… G405 0 7.c.(2)(c) Remaining Maturity of: Dollar Amounts in Thousands (Column C) Over Five Years (Column B) Over One Year Through Five Years (Column A) One Year or Less Amount RCON Amount RCON Amount RCON 7. d. Notional amounts by remaining maturity: (1) Sold credit protection: (2) (a) Investment grade......................................... (b) Subinvestment grade.................................. (2) Purchased credit protection: (3) (a) Investment grade......................................... (b) Subinvestment grade.................................. 0 G408 0 G407 0 G406 0 G411 0 G410 0 G409 0 G414 0 G413 0 G412 0 G417 0 G416 0 G415 7.d.(1)(a) 7.d.(1)(b) 7.d.(2)(a) 7.d.(2)(b) 8. Not applicable 9. All other off - balance - sheet liabilities (exclude derivatives) (itemize and describe each component of this item over 25 percent of Schedule RC, item 27.a, “Total bank equity capital”)....... 9. a. Not applicable b. Commitments to purchase when - issued securities.................................... 9.b. c. Standby letters of credit issued by another party (e.g., a Federal Home Loan Bank) on the bank’s behalf........................... 9.c. 9.d. 9.e. 9.f. d. e. f. 10. A d R a. b. c. d. e. Amount RCON 0 3430 0 3434 0 C978 0 3555 TEXT 3555 0 3556 TEXT 3556 0 3557 TEXT 3557 ll other off - balance - sheet assets (exclude derivatives) (itemize and escribe each component of this item over 25 percent of Schedule C, item 27.a, “Total bank equity capital”):................................................... Commitments to sell when - issued securities............................................. 0 5591 0 3435 0 5592 TEXT 5592 0 5593 TEXT 5593 0 5594 TEXT 5594 0 5595 TEXT 5595 10. 10.a. 10.b. 10.c. 10.d. 10.e. 1. Sum of items 7.c.(1)(a) and 7.c.(2)(a), must equal sum of items 7.a.(1) through (4), column A. Sum of items 7.c.(1)(b), 7.c.(2)(b), and 7.c.(2)(c) must equal sum of items 7.a.(1) through (4), column B. 2. Sum of items 7.d.(1)(a) and (b), columns A through C, must equal sum of items 7.a.(1) through (4), column A. 3. Sum of items 7.d.(2)(a) and (b), columns A through C, must equal sum of items 7.a.(1) through (4), column B. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 40 of 85 RC - 25 Schedule RC - L — Continued Dollar Amounts in Thousands RCON Amount Items 11.a and 11.b are to be completed semiannually in the June and December reports only. 11. Year - to - date merchant credit card sales volume: a. Sales for which the reporting bank is the acquiring bank........................................................... C223 0 11.a. 11.b. b. Sales for which the reporting bank is the agent bank with risk................................................... C224 0 (Column D) Commodity and Other Contracts (Column C) Equity Derivative Contracts (Column B) Foreign Exchange Contracts (Column A) Interest Rate Contracts Dollar Amounts in Thousands Amount Amount Amount Amount Derivatives Position Indicators 12. Gross amounts (e.g., notional amounts) (for each column, sum of items 12.a through 12.e must equal sum of items 13 and 14): a. Futures contracts………………… b. Forward contracts………………… c. Exchange - traded option contracts: (1) Written options………………… (2) Purchased options…………… d. Over - the - counter option contracts: (1) Written options………………… (2) Purchased options…………… e. Swaps……………………………… 13. Total gross notional amount of derivative contracts held for trading………..…… 14. Total gross notional amount of derivative contracts held for purposes other than trading…………….…………………… a. Interest rate swaps where the bank has agreed to pay a fixed rate………………………………… RCON 8696 RCON 8695 RCON 8694 RCON 8693 0 0 0 0 RCON 8700 RCON 8699 RCON 8698 RCON 8697 0 0 0 0 RCON 8704 RCON 8703 RCON 8702 RCON 8701 0 0 0 0 RCON 8708 RCON 8707 RCON 8706 RCON 8705 0 0 0 24,000 RCON8712 RCON 8711 RCON 8710 RCON 8709 0 0 0 5,025,000 RCON 8716 RCON 8715 RCON 8714 RCON 8713 0 0 0 5,025,000 RCON 8720 RCON 8719 RCON 3826 RCON 3450 0 0 0 25,657,000 RCON 8724 RCON 8723 RCON A127 RCON A126 0 0 0 0 RCON 8728 RCON 8727 RCON 8726 RCON 8725 0 0 0 35,731,000 RCON A589 0 12.a. 12.b. 12.c.(1) 12.c.(2) 12.d.(1) 12.d.(2) 12.e. 13. 14. 14.a. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 41 of 85 RC - 26 Schedule RC - L — Continued (Column D) Commodity and Other Contracts (Column C) Equity Derivative Contracts (Column B) Foreign Exchange Contracts (Column A) Interest Rate Contracts Dollar Amounts in Thousands Amount Amount Amount Amount Derivatives Position Indicators 15. Gross fair values of derivative contracts: a. Contracts held for trading: (1) Gross positive fair value………………………………………………… (2) Gross negative fair value………………………………………………… b. Contracts held for purposes other than trading: (1) Gross positive fair value………………………………………… (2) Gross negative fair value………………………………………………… RCON 8736 RCON 8735 RCON 8734 RCON 8733 0 0 0 0 RCON 8740 RCON 8739 RCON 8738 RCON 8737 0 0 0 0 RCON 8744 RCON 8743 RCON 8742 RCON 8741 0 0 0 437,000 RCON 8748 RCON 8747 RCON 8746 RCON 8745 0 0 0 567,000 15.a.(1) 15.a.(2) 15.b.(1) 15.b.(2) (Column E) Corporations and All Other Counterparties (Columns B - D) Not applicable (Column A) Banks and Securities Firms Dollar Amounts in Thousands Amount RCON Amount RCON Amount RCON Item 16 is to be completed only by banks with total assets of $10 billion or more. (1) 16. Over - the - counter derivatives: a. Net current credit exposure………………..…........... b. Fair value of collateral: (1) Cash―U.S. dollar……………………………......... (2) Cash―Other currencies………………….............. (3) U.S. Treasury securities………………….............. (4) through (6) Not Applicable (7) All other collateral…………………………............. (8) Total fair value of collateral (sum of items 16.b.(1) through (7))………………. 364,000 G422 70,000 G418 0 G427 38,000 G423 0 G432 0 G428 0 G437 0 G433 0 G457 0 G453 0 G462 38,000 G458 16.a. 16.b.(1) 16.b.(2) 16.b.(3) 16.b.(7) 16.b.(8) 1. The $10 billion asset - size test is based on the total assets reported on the June 30, 2023 , Report of Condition. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 42 of 85 RC - 27 Schedule RC - M — Memoranda Dollar Amounts in Thousands RCON Amount 6164 0 1. Extensions of credit by the reporting bank to its executive officers, directors, principal shareholders, and their related interests as of the report date: a. Aggregate amount of all extensions of credit to all executive officers, directors, principal shareholders, and their related interests…………………………………………………………………… b. Number of executive officers, directors, and principal shareholders to whom the 1.a. amount of all extensions of credit by the reporting bank (including extensions of credit to related interests) equals or exceeds the lesser of $500,000 or 5 Number percent of total capital as defined for this purpose in agency regulations……… 6165 0 1.b. 2. Intangible assets: a. Mortgage servicing assets…………………………………………………………………………………… 3164 0 2.a. 2.a.(1) 2.b. 2.c. 2.d. (1) Estimated fair value of mortgage servicing assets…………………………… A590 0 b. Goodwill………………………….……………………………….…….……………………………….…….… 3163 0 c. All other intangible assets…………………………………………………………………………………… JF76 2,000 d. Total (sum of items 2.a, 2.b, and 2.c) (must equal Schedule RC, item 10)……………………………… 2143 2,000 3. Other real estate owned: a. Construction, land development, and other land…………………………………………………………… 5508 0 3.a. 3.b. 3.c. 3.d. 3.e. 3.f. b. Farmland………………………………………………………………………………………………………… 5509 0 c. 1 – 4 family residential properties……………………………………………………………………………… 5510 4,000 d. Multifamily (5 or more) residential properties……………………………………………………………… 5511 0 e. Nonfarm nonresidential properties…………………………………………………………………………… 5512 0 f. Total (sum of items 3.a through 3.e) (must equal Schedule RC, item 7)………………………………… 2150 4,000 JA29 0 4. F055 0 4. Cost of equity securities with readily determinable fair values not held for trading (the fair value of which is reported in Schedule RC, item 2.c) (1) ……………………………………… 5. Other borrowed money: a. Federal Home Loan Bank advances: (1) Advances with a remaining maturity or next repricing date of: (2) (a) One year or less…………………………………………………………………………………… (b) Over one year through three years……………………………………………………………… 5.a.(1)(a) 5.a.(1)(b) 5.a.(1)(c) 5.a.(1)(d) F056 0 (c) Over three years through five years……………………………………………………………… F057 0 (d) Over five years……………………………………………………………………………………… F058 0 2651 0 5.a.(2) 5.a.(3) F059 0 (2) Advances with a REMAINING MATURITY of one year or less (included in item 5.a.(1)(a) above) (3) ………………………………………………………………… (3) Structured advances (included in items 5.a.(1)(a) – (d) above)……………………………………… b. Other borrowings: (1) Other borrowings with a remaining maturity or next repricing date of: (4) (a) One year or less………………………………………………………………………………..…… F060 0 5.b.(1)(a) 5.b.(1)(b) 5.b.(1)(c) 5.b.(1)(d) F061 0 (b) Over one year through three years……………………………………………………………… (c) Over three years through five years……………………………………………………………… F062 0 (d) Over five years……………………………………………………………………………………… F063 0 (2) Other borrowings with a REMAINING MATURITY of one year or less (included in item 5.b.(1)(a) above) (5) ........................................................................................... B571 0 5.b.(2) c. Total (sum of items 5.a.(1)(a) – (d) and items 5.b.(1)(a) – (d)) (must equal Schedule RC, item 16)…………… 3190 0 5.c. 1. Item 4 is to be completed only by insured state banks that have been approved by the FDIC to hold grandfathered equity investments. See instructions for this item and the Glossary entry for “Securities Activities” for further detail on accounting for investments in equity securities. 2. Report fixed - rate advances by remaining maturity and floating - rate advances by next repricing date. 3. Report both fixed - and floating - rate advances by remaining maturity. Exclude floating - rate advances with a next repricing date of one year or less that have a remaining maturity of over one year. 4. Report fixed - rate other borrowings by remaining maturity and floating - rate other borrowings by next repricing date. 5. Report both fixed - and floating - rate other borrowings by remaining maturity. Exclude floating - rate other borrowings with a next repricing date of one year or less that have a remaining maturity of over one year. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 43 of 85 RC - 28 Schedule RC - M — Continued Dollar Amounts in Thousands RCON Yes No 6. Does the reporting bank sell private label or third - party mutual funds and annuities?....................... B569 x 6. Amount RCON 0 B570 7. Assets under the reporting bank’s management in proprietary mutual funds and annuities.............. 8. Internet website addresses and physical office trade names: 7. a. Uniform Resource Locator (URL) of the reporting institution’s primary Internet website (home page), if any (Example: www.examplebank.com): TEXT 4087 http:// http://www.db.com 8.a. b. URLs of all other public - facing Internet websites that the reporting institution uses to accept or solicit deposits from the public, if any (Example: www.examplebank.biz): (1) 8.b.(1) http:// TE01 N528 (1) 8.b.(2) http:// TE02 N528 (2) 8.b.(3) http:// TE03 N528 (3) 8.b.(4) http:// TE04 N528 (4) 8.b.(5) http:// TE05 N528 (5) 8.b.(6) http:// TE06 N528 (6) 8.b.(7) http:// TE07 N528 (7) 8.b.(8) http:// TE08 N528 (8) 8.b.(9) http:// TE09 N528 (9) 8.b.(10) http:// TE10 N528 (10) c. Trade names other than the reporting institution’s legal title used to identify one or more of the institution’s physical offices at which deposits are accepted or solicited from the public, if any: (1) TE01 N529 TE02 N529 TE03 N529 TE04 N529 TE05 N529 TE06 N529 8.c.(1) (2) 8.c.(2) (3) 8.c.(3) (4) 8.c.(4) (5) 8.c.(5) (6) 8.c.(6) Item 9 is to be completed annually in the December report only. No Yes RCON x 4088 9. Do any of the bank’s Internet websites have transactional capability, i.e., allow the bank’s customers to execute transactions on their accounts through the website?........................... 10. Secured liabilities: a. Amount of “Federal funds purchased” that are secured 9. (included in Schedule RC, item 14.a)............................................................................................ 10.a. b. Amount of “Other borrowings” that are secured (included in Schedule RC - M, items 5.b.(1)(a) – (d))........................................................................ Amount RCON 0 F064 0 F065 10.b. 11. Does the bank act as trustee or custodian for Individual Retirement Accounts, Health Savings Accounts, and other similar accounts?.................................................................................. 11. 12. Does the bank provide custody, safekeeping, or other services involving the acceptance of orders for the sale or purchase of securities?................................................................................. No Yes RCON x G463 x G464 12. 1. Report only highest level URLs (for example, report www.examplebank.biz, but do not also report www.examplebank.biz/checking). Report each top level domain name used (for example, report both www.examplebank.biz and www.examplebank.net). 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 44 of 85 RC - 29 Schedule RC - M — Continued Dollar Amounts in Thousands 13. Portion of covered other real estate owned that is protected by FDIC loss - sharing agreements (included in Schedule RC, item 7)................................................................................... 13. Items 14.a and 14.b are to be completed annually in the December report only. 14 Captive insurance and reinsurance subsidiaries: a. Total assets of captive insurance subsidiaries (1) ........................................................................... 14.a. 14.b. b. Total assets of captive reinsurance subsidiaries (1) ....................................................................... Amount RCON 0 K192 0 K193 0 K194 Item 15 is to be completed by institutions that are required or have elected to be treated as a Qualified Thrift Lender. 15 Qualified Thrift Lender (QTL) test: a. Does the institution use the Home Owners’ Loan Act (HOLA) QTL test or the Internal Revenue Service Domestic Building and Loan Association (IRS DBLA) test to determine its QTL compliance? (for the HOLA QTL test, enter 1; for the IRS DBLA test, enter 2)................ b. Has the institution been in compliance with the HOLA QTL test as of each month end during the quarter or the IRS DBLA test for its most recent taxable year, as applicable?............. Item 16.a and, if appropriate, items 16.b.(1) through 16.b.(3) are to be completed annually in the December report only. 15.a. 15.b. 16. International remittance transfers offered to consumers: (2) a. Estimated number of international remittance transfers provided by your institution during the calendar year ending on the report date........................................................................................ 16.a. Items 16.b.(1) through 16.b.(3) are to be completed by institutions that reported 501 or more international remittance transfers in item 16.a in either or both of the current report or the most recent prior report in which item 16.a was required to be completed. b. Estimated dollar value of remittance transfers provided by your institution and usage of regulatory exceptions during the calendar year ending on the report date: (1) Estimated dollar value of international remittance transfers..................................................... 16.b.(1) (2) Estimated number of international remittance transfers for which your institution applied the permanent exchange rate exception...................................................................... 16.b.(2) (3) Estimated number of international remittance transfers for which your institution applied the permanent covered third - party fee exception........................................................ 17. U.S. Small Business Administration Paycheck Protection Program (PPP) loans (3) and the Federal Reserve PPP Liquidity Facility (PPPLF): a. Number of PPP loans outstanding................................................................................................. 16.b.(3) 17.a. b. Outstanding balance of PPP loans................................................................................................. 17.b. 17.c. c. Outstanding balance of PPP loans pledged to the PPPLF............................................................ d. Outstanding balance of borrowings from Federal Reserve Banks under the PPPLF with a remaining maturity of: (1) One year or less....................................................................................................................... (2) More than one year................................................................................................................... 17.d.(1) 17.d.(2) Number RCON NA L133 No Yes L135 NA N523 Amount NA N524 Number NA MM07 NA MQ52 0 LG26 Amount 0 LG27 0 LG28 0 LL59 0 LL60 0 LL57 e. Quarterly average amount of PPP loans pledged to the PPPLF and excluded from “Total assets for the leverage ratio” reported in Schedule RC - R, Part I, item 30..................................... 17.e. 1. Report total assets before eliminating intercompany transactions between the consolidated insurance or reinsurance subsidiary and other offices or consolidated subsidiaries of the reporting bank. 2. Report information about international electronic transfers of funds offered to consumers in the United States that: (a) are “remittance transfers” as defined by subpart B of Regulation E (12 CFR † 1005.30(e)), or (b) would qualify as “remittance transfers” under subpart B of Regulation E (12 CFR † 1005.30(e)) but are excluded from that definition only because the pro - vider is not providing those transfers in the normal course of its business. See 12 CFR † 1005.30(f). For purposes of this item 16, such transfers are referred to as international remittance transfers. Exclude transfers sent by your institution as a correspondent bank for other providers. Report information only about transfers for which the reporting institu - tion is the provider. 3. Paycheck Protection Program (PPP) covered loans as defined in sections 7(a)(36) and 7(a)(37) of the Small Business Act (15 U.S.C. 636(a)(36) and (37)). 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 45 of 85 RC - 30 Schedule RC - N — Past Due and Nonaccrual Loans, Leases, and Other Assets (Column C) Nonaccrual (Column B) Past due 90 days or more and still accruing (Column A) Past due 30 through 89 days and still accruing Dollar Amounts in Thousands Amount RCON Amount RCON Amount RCON 1. Loans secured by real estate: a. Construction, land development, and other land loans: (1) 1 – 4 family residential construction loans......... (2) Other construction loans and all land development and other land loans…............... b. Secured by farmland.............................................. c. Secured by 1 – 4 family residential properties: (1) Revolving, open - end loans secured by 1 – 4 family residential properties and extended under lines of credit.......................... (2) Closed - end loans secured by 1 - 4 family residential properties: (a) Secured by first liens................................. (b) Secured by junior liens.............................. d. Secured by multifamily (5 or more) residential properties.............................................. e. Secured by nonfarm nonresidential properties: (1) Loans secured by owner - occupied nonfarm nonresidential properties................... (2) Loans secured by other nonfarm nonresidential properties................................. 2. Loans to depository institutions and acceptances of other banks.......................................... 3. Not applicable 4. Commercial and industrial loans……........................... 5. Loans to individuals for household, family, and other personal expenditures: a. Credit cards............................................................ b. Automobile loans.................................................... c. Other (includes revolving credit plans other than credit cards and other consumer loans)..................................................... 6. Not applicable 7. All other loans (1) ......................................................... 8. Lease financing receivables......................................... 9. Total loans and leases (sum of items 1 through 8)…… 10. Debt securities and other assets (exclude other real estate owned and other repossessed assets)..................................................... 0 F176 0 F174 0 F172 0 F177 0 F175 0 F173 0 3495 0 3494 0 3493 3,000 5400 1,000 5399 2,000 5398 21,000 C229 2,000 C237 13,000 C236 0 C230 0 C239 0 C238 0 3501 0 3500 0 3499 0 F182 0 F180 0 F178 0 F183 0 F181 0 F179 0 B836 0 B835 0 B834 0 1608 0 1607 0 1606 0 B577 0 B576 0 B575 0 K215 0 K214 0 K213 0 K218 0 K217 0 K216 1,000 5461 0 5460 0 5459 0 1228 0 1227 0 1226 25,000 1403 3,000 1407 15,000 1406 0 3507 0 3506 0 3505 1.a.(1) 1.a.(2) 1.b. 1.c.(1) 1.c.(2)(a) 1.c.(2)(b) 1.d. 1.e.(1) 1.e.(2) 2. 4. 5.a. 5.b. 5.c. 7. 8. 9. 10. 1. Includes past due and nonaccrual “Loans to finance agricultural productions and other loans to farmers,” “Obligations (other than securities and leases) of states and political subdivisions in the U.S.,” and “Loans to nondepository financial institutions and other loans.” 06/2012

06/2012 DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 46 of 85 RC - 31 Schedule RC - N — Continued Amounts reported by loan and lease category in Schedule RC - N, items 1 through 8, include guaranteed and unguaranteed portions of past due and nonaccrual loans and leases. Report in items 11 and 12 below certain guaranteed loans and leases that have already been included in the amounts reported in items 1 through 8. (Column C) Nonaccrual (Column B) Past due 90 days or more and still accruing (Column A) Past due 30 through 89 days and still accruing Dollar Amounts in Thousands Amount RCON Amount RCON Amount RCON 11. Loans and leases reported in items 1 through 8 above that are wholly or partially guaranteed by the U.S. Government, excluding loans and leases covered by loss - sharing agreements with the FDIC............................................... a. Guaranteed portion of loans and leases included in item 11 above, excluding rebooked “GNMA loans”............................. b. Rebooked “GNMA loans” that have been repurchased or are eligible for repurchase included in item 11 above........................ 12. Portion of covered loans and leases reported in item 9 above that is protected by FDIC loss - sharing agreements................................... 0 K038 0 K037 0 K036 0 K041 0 K040 0 K039 0 K044 0 K043 0 K042 0 K104 0 K103 0 K102 11. 11.a. 11.b. 12.

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 47 of 85 RC - 32 Schedule RC - N — Continued Memoranda (Column C) Nonaccrual (Column B) Past due 90 days or more and still accruing (Column A) Past due 30 through 89 days and still accruing Dollar Amounts in Thousands Amount RCON Amount RCON Amount RCON 1. Loans restructured in troubled debt restructurings included in Schedule RC - N, items 1 through 7, above (and not reported in Schedule RC - C, Part I, Memorandum item 1): a. Construction, land development, and other land loans: (1) 1 – 4 family residential construction loans ................................................................. (2) Other construction loans and all land development and other land loans ................... b. Loans secured by 1 – 4 family residential properties…………………………………………...... c. Secured by multifamily (5 or more) residential properties .............................................. d. Secured by nonfarm nonresidential properties: (1) Loans secured by owner - occupied nonfarm nonresidential properties.................... (2) Loans secured by other nonfarm nonresidential properties .................................. d. Commercial and industrial loans ............................ Memorandum items 1.e.(1) and (2) are to be completed by banks with $300 million or more in total assets (sum of Memorandum items 1.e.(1) and (2) must equal ‘Memorandum item 1.e): (1) (1) To U.S. addressees (domicile) ......................... (2) To non - U.S. addressees (domicile) ................. f. All other loans ( include loans to individuals for household, family, and other personal expenditures) ................................. Itemize loan categories included in Memorandum item 1.f, above that exceed 10 percent of total loans restructured in trou - bled debt restructurings that are past due 30 days or more or in nonaccrual status (sum of Memorandum items 1.a through 1.e plus 1.f, columns A through C): (1) Loans secured by farmland .............................. (2) and (3) Not applicable 0 K107 0 K106 0 K105 0 K110 0 K109 0 K108 1,000 F663 0 F662 0 F661 0 K113 0 K112 0 K111 0 K116 0 K115 0 K114 0 K119 0 K118 0 K117 0 K259 0 K258 0 K257 0 K122 0 K121 0 K120 0 K125 0 K124 0 K123 0 K128 0 K127 0 K126 0 K132 0 K131 0 K130 M.1.a.(1) M.1.a.(2) M.1.b. M.1.c. M.1.d.(1) M.1.d.(2) M.1.e. M.1.e.(1) M.1.e.(2) M.1.f. M.1.f.(1) 1. The $300 million asset - size test is based on the total assets reported on the June 30, 2023 , Report of Condition. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 48 of 85 RC - 33 Schedule RC - N — Continued Memoranda — Continued (Column C) Nonaccrual (Column B) Past due 90 days or more and still accruing (Column A) Past due 30 through 89 days and still accruing Dollar Amounts in Thousands Amount RCON Amount RCON Amount RCON 1. f. (4) Loans to individuals for household, family, and other personal expenditures: (a) Credit cards ............................................. (b) Automobile loans ..................................... (c) Other (includes revolving credit plans other than credit cards and other consumer loans) ...................... Memorandum item 1.f.(5) is to be completed by: (1) • Banks with $300 million or more in total assets • Banks with less than $300 million in total assets that have loans to finance agricultural production and other loans to farmers (Schedule RC - C, Part I, item 3) exceeding 5 percent of total loans (5) Loans to finance agricultural pro - duction and other loans to farmers included in Schedule RC - N, Memorandum item 1.f, above ....................... 1. g. Total loans restructured in troubled debt restructurings included in Schedule RC - N, items 1 through 7, above (sum of Memorandum items 1.a(1) through 1.e plus 1.f) (2)……………………………………………………………………………… 2. Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RC - N, items 4 and 7, above.................... 3. Memorandum items 3.a through 3.d are to be completed by banks with $300 million or more in total assets: (1) a. Loans secured by real estate to non - U.S. addressees (domicile) (included in Schedule RC - N, item 1, above)........................... b. Loans to and acceptances of foreign banks (included in Schedule RC - N, item 2, above) ............................................................. c. Commercial and industrial loans to non - U.S. addressees (domicile) included in Schedule RC - N, item 4, above............................ 0 K276 0 K275 0 K274 0 K279 0 K278 0 K277 0 K282 0 K281 0 K280 0 K140 0 K139 0 K138 1,000 HK28 0 HK27 0 HK26 0 6560 0 6559 0 6558 0 1250 0 1249 0 1248 0 5382 0 5381 0 5380 0 1256 0 1255 0 1254 M.1.f.(4)(a) M.1.f.(4)(b) M.1.f.(4)(c) M.1.f.(5) M.1.g. M.2. M.3.a. M.3.b. M.3.c. 1. The $300 million asset - size test and the 5 percent of total loans test are based on the total assets and total loans reported on the June 30, 2023 , Report of Condition. 2. Exclude amounts reported in Memorandum items 1.e.(1), 1.e.(2), and 1.f.(1) through 1.f.(5) when calculating the total in Memorandum item 1.g. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 49 of 85 RC - 34 Schedule RC - N — Continued Memoranda — Continued (Column C) Nonaccrual (Column B) Past due 90 days or more and still accruing (Column A) Past due 30 through 89 days and still accruing Dollar Amounts in Thousands Amount RCON Amount RCON Amount RCON 3. d. Leases to individuals for household, family, and other personal expenditures (included in Schedule RC - N, item 8, above) ........................... Memorandum item 4 is to be completed by: (1) • banks with $300 million or more in total assets • banks with less than $300 million in total assets that have loans to finance agricultural production and other loans to farmers (Schedule RC - C, Part I, item 3) exceeding 5 percent of total loans: 4. Loans to finance agricultural production and other loans to farmers (included in Schedule RC - N, item 7, above) .................................................... 5. Loans and leases held for sale (included in Schedule RC - N, items 1 through 8, above)…………… 0 F168 0 F167 0 F166 0 1583 0 1597 0 1594 0 C226 0 C241 0 C240 M.3.d. M.4. M.5. 6. Not applicable Memorandum items 7 and 8 are to be completed semiannually in the June and December reports only. 7. Additions to nonaccrual assets during the previous six months ............................................................... 8. Nonaccrual assets sold during the previous six months............................................................................ Amount RCON 0 C410 0 C411 M.7. M.8. 1. The $300 million asset - size test and the 5 percent of total loans test are based on the total assets and total loans reported on the June 30, 2023 , Report of Condition. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 50 of 85 RC - 35 Schedule RC - O — Other Data for Deposit Insurance Assessments All FDIC - insured depository institutions must complete items 1 and 2, 4 through 9,10, and 11, Memorandum item 1, and, if applicable, item 9.a, Memorandum items 2, 3, and 5 through 18 each quarter. Unless otherwise indicated, complete items 1 through 11 and Memorandum items 1 through 3 on an “unconsolidated single FDIC certificate number basis” (see instructions) and complete Memorandum items 5 through 18 on a fully consolidated basis. Dollar Amounts in Thousands RCON Amount 1. Total deposit liabilities before exclusions (gross) as defined in Section 3(l) of the Federal Deposit Insurance Act and FDIC regulations.............................................................................................. F236 27,036,000 1. 2. 2. Total allowable exclusions, including interest accrued and unpaid on allowable exclusions...................... F237 0 3. Not applicable 4. Average consolidated total assets for the calendar quarter ....................................................................... K652 34,998,000 4. a. Averaging method used Number (for daily averaging, enter 1, for weekly averaging, enter 2) .......................... K653 1 4.a. Amount 5. Average tangible equity for the calendar quarter (1) .................................................................................. K654 9,703,000 5. 6. 6. Holdings of long - term unsecured debt issued by other FDIC - insured depository institutions……………… K655 0 G465 0 7.a. 7.b. 7.c. 7.d. G466 0 G467 0 G468 0 G469 0 8.a. 8.b. 8.c. 8.d. 9. G470 0 G471 0 7. Unsecured “Other borrowings” with a remaining maturity of (sum of items 7.a through 7.d must be less than or equal to Schedule RC - M, items 5.b.(1)(a) – (d) minus item 10.b): a. One year or less......................................................................................................................... ... ......... b. Over one year through three years........................................................................................................ c. Over three years through five years....................................................................................................... d. Over five years........................................................................................................................ ... ............ 8. Subordinated notes and debentures with a remaining maturity of (sum of items 8.a. through 8.d. must equal Schedule RC, item 19): a. One year or less......................................................................................................................... ... ......... b. Over one year through three years........................................................................................................ c. Over three years through five years....................................................................................................... d. Over five years........................................................................................................................ ... ............ G472 0 9. Brokered reciprocal deposits (included in Schedule RC - E, Memorandum item 1.b).................................. G803 0 L190 NA 9.a. Item 9.a is to be completed on a fully consolidated basis by all institutions that own another insured depository institution. a. Fully consolidated brokered reciprocal deposits................................................................................... 10. Banker’s bank certification: Does the reporting institution meet both the statutory definition of a banker’s bank and the business Yes No conduct test set forth in FDIC regulations? ................................................................................................ K656 x 10. Amount If the answer to item 10 is “YES,” complete items 10.a and 10.b. a. Banker’s bank deduction.................................................................................................................... ... . K657 NA 10.a. 10.b. b. Banker’s bank deduction limit ................................................................................................................ K658 NA 11. Custodial bank certification: Yes No Does the reporting institution meet the definition of a custodial bank set forth in FDIC regulations? ........ K659 x 11. Amount If the answer to item 11 is “YES,” complete items 11.a and 11.b. (2) a. Custodial bank deduction ...................................................................................................................... K660 11,619,000 11.a. 11.b. b. Custodial bank deduction limit ............................................................................................................... K661 6,028,000 1. See instructions for averaging methods. For deposit insurance assessment purposes, tangible equity is defined as Tier 1 capital as set forth in the banking agencies’ regulatory capital standards and reported in Schedule RC - R, Part I, item 26, except as described in the instructions. 2. If the amount reported in item 11.b is zero, item 11.a may be left blank. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 51 of 85 RC - 36 Schedule RC - O — Continued Memoranda M.1.a.(1) M.1.a.(2) M.1.b.(1) M.1.b.(2) M.1.c.(1) M.1.c.(2) M.1.d.(1) M.1.d.(2) Memorandum item 2 is to be completed by banks with $1 billion or more in total assets. (2) 2. Estimated amount of uninsured deposits including related interest accrued and unpaid (see instructions) (3) ............................................................................................................................. ... .. Amount RCON Dollar Amounts in Thousands 1. Total deposit liabilities of the bank, including related interest accrued and unpaid, less allowable exclusions, including related interest accrued and unpaid (sum of Memorandum items 1.a.(1), 1.b.(1), 1.c.(1), and 1.d.(1) must equal Schedule RC - O, item 1 less item 2): a. Deposit accounts (excluding retirement accounts) of $250,000 or less: (1) (1) Amount of deposit accounts (excluding retirement accounts) of $250,000 or less........................... 130,000 F049 Number (2) Number of deposit accounts (excluding retirement accounts) 5,792 F050 of $250,000 or less....................................................................................... b. Deposit accounts (excluding retirement accounts) of more than $250,000: (1) (1) Amount of deposit accounts (excluding retirement accounts) of more than $250,000..................... 26,855,000 F051 Number (2) Number of deposit accounts (excluding retirement accounts) 3,359 F052 of more than $250,000................................................................................. c. Retirement deposit accounts of $250,000 or less: (1) (1) Amount of retirement deposit accounts of $250,000 or less............................................................. 51,000 F045 Number 139 F046 (2) Number of retirement deposit accounts of $250,000 or less........................ d. Retirement deposit accounts of more than $250,000: (1) (1) Amount of retirement deposit accounts of more than $250,000....................................................... 0 F047 Number 1 F048 (2) Number of retirement deposit accounts of more than $250,000.................. 26,015,000 5597 M.2. 3. Has the reporting institution been consolidated with a parent bank or savings association in that parent bank’s or parent savings association’s Call Report? If so, report the legal title and FDIC Certificate Number of the parent bank or parent savings FDIC Cert. No. RCON association: 0 A545 TEXT A545 M.3. 4. Not applicable 1. The dollar amounts used as the basis for reporting in Memorandum items 1.a through 1.d reflect the deposit insurance limits in effect on the report date. 2. The $1 billion asset - size test is based on the total assets reported on the June 30, 2023 , Report of Condition. 3. Uninsured deposits should be estimated based on the deposit insurance limits set forth in Memorandum items 1.a through 1.d. 06/2012

06/2012 DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 52 of 85 RC - 37 Schedule RC - O — Continued Amounts reported in Memorandum items 6 through 9, 14, and 15 will not be made available to the public on an individual institution basis. Memoranda — Continued Amount RCON Dollar Amounts in Thousands Memorandum items 5 through 12 are to be completed by “large institutions” and “highly complex institutions” as defined in FDIC regulations. 5. Applicable portion of the CECL transitional amount or modified CECL transitional amount that has been added to retained earnings for regulatory capital purposes as of the current report date and is attributable to loans and leases held for investment........................................................... 6. Criticized and classified items: a. Special mention ............................................................................................................................. ... b. Substandard.................................................................................................................. ... ................. c. Doubtful ............................................................................................................................. ... ............ d. Loss ............................................................................................................................. ... .................. 7. “Nontraditional 1 – 4 family residential mortgage loans” as defined for assessment purposes only in FDIC regulations: a. Nontraditional 1 - 4 family residential mortgage loans.......................................................................... b. Securitizations of nontraditional 1 - 4 family residential mortgage loan.s.............................................. 8. “Higher - risk consumer loans” as defined for assessment purposes only in FDIC regulations: a. Higher - risk consumer loans……........................................................................................................ b. Securitizations of higher - risk consumer loans…................................................................................. 9. “Higher - risk commercial and industrial loans and securities” as defined for assessment purposes only in FDIC regulations: a. Higher - risk commercial and industrial loans and securities................................................................ b. Securitizations of higher - risk commercial and industrial loans and securiti e … s ................................. 10. Commitments to fund construction, land development, and other land loans secured by real estate: a. Total unfunded commitments ........................................................................................................... b. Portion of unfunded commitments guaranteed or insured by the U.S. government (including the FDIC) ............................................................................................................................. ... .......... 11. Amount of other real estate owned recoverable from the U.S. government under guarantee or insurance provisions (excluding FDIC loss - sharing agreements) .................................. 12. Nonbrokered time deposits of more than $250,000 in domestic offices (included in Schedule RC - E, Part I, Memorandum item 2.d) ……......................................................... Memorandum item 13.a is to be completed by “large institutions” and “highly complex institutions” as defined in FDIC regulations. Memorandum items 13.b through 13.h are to be completed by “large institutions” only. 13. Portion of funded loans and securities guaranteed or insured by the U.S. government (including FDIC loss - sharing agreements): a. Construction, land development, and other land loans secured by real estate ................................ b. Loans secured by multifamily residential and nonfarm nonresidential properties ............................ c. Closed - end loans secured by first liens on 1 – 4 family residential properties ................................... d. Closed - end loans secured by junior liens on 1 – 4 family residential properties and revolving, open - end loans secured by 1 – 4 family residential properties and extended under lines of credit .......................................................................................................................... e. Commercial and industrial loans ...................................................................................................... f. Credit card loans to individuals for household, family, and other personal expenditures …............. g. All other loans to individuals for household, family, and other personal expenditures...................... h. Non - agency residential mortgage - backed securities......................................................................... Memorandum items 14 and 15 are to be completed by “highly complex institutions” as defined in FDIC regulations. 14. Amount of the institution’s largest counterparty exposure .................................................................... 15. Total amount of the institution’s 20 largest counterparty exposures ..................................................... NA MW53 1,627,000 K663 420,000 K664 11,000 K665 0 K666 1,737,000 N025 0 N026 42,000 N027 0 N028 0 N029 0 N030 379,000 K676 0 K677 0 K669 315,000 K678 0 N177 0 N178 0 N179 0 N180 0 N181 0 N182 0 N183 0 M963 NA K673 NA K674 M.5. M.6.a. M.6.b. M.6.c. M.6.d. M.7.a. M.7.b. M.8.a. M.8.b. M.9.a. M.9.b. M.10.a. M.10.b. M.11. M.12. M.13.a. M.13.b. M.13.c. M.13.d. M.13.e. M.13.f. M.13.g. M.13.h. M.14. M.15.

06/2012 DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 53 of 85 RC - 38 Schedule RC - O — Continued Memoranda — Continued Amount RCON Dollar Amounts in Thousands Memorandum item 16 is to be completed by “large institutions” and “highly complex institutions” as defined in FDIC regulations. 16. Portion of loans restructured in troubled debt restructurings that are in compliance with their modified terms and are guaranteed or insured by the U.S. government (including the FDIC) (included in Schedule RC - C, Part I, Memorandum item 1).................................................................... Memorandum item 17 is to be completed on a fully consolidated basis by those “large institutions” and “highly complex institutions” as defined in FDIC regulations that own another insured deposi - tory institution. 17. Selected fully consolidated data for deposit insurance assessment purposes: a. Total deposit liabilities before exclusions (gross) as defined in Section 3(I) of the Federal Deposit Insurance Act and FDIC regulations..................................................................................... b. Total allowable exclusions, including interest accrued and unpaid on allowable exclusions............. c. Unsecured “Other borrowings” with a remaining maturity of one year or less................................... d. Estimated amount of uninsured deposits, including related interest accrued and unpaid................. 0 L189 NA L194 NA L195 NA L196 NA L197 M.16. M.17.a. M.17.b. M.17.c. M.17.d.

06/2012 DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 54 of 85 RC - 39 Schedule RC - O — Continued Memorandum item 18 is to be completed by “large institutions” and “highly complex institutions” as defined in FDIC regulations. Amounts reported in Memorandum item 18 will not be made available to the public on an individual institution basis. Two - Year Probability of Default (PD) Dollar Amounts in Thousands (Column H) (Column G) (Column F) (Column E) (Column D) (Column C) (Column B) (Column A) 18.01 – 20% 16.01 – 18% 14.01 – 16% 10.01 – 14% 7.01 – 10% 4.01 – 7% 1.01 – 4% < 1% Amount Amount Amount Amount Amount Amount Amount Amount 18. Outstanding balance of 1 - 4 family residential mortgage loans, consumer loans, and consumer leases by two - year probability of default: a. “Nontraditional 1 - 4 family residential mortgage loans” as defined for assessment purposes only in FDIC regulations………………… b. Closed - end loans secured by first liens on 1 - 4 family residential properties…………………… c. Closed - end loans secured by junior liens on 1 - 4 family residential properties…………………… d. Revolving, open - end loans secured by 1 - 4 family residential properties and extended under lines of credit e. Credit cards……………………………… f. Automobile loans………………………… g. Student loans…………………………… h. Other consumer loans and revolving credit plans other than credit cards………………………… i. Consumer leases………………………… j. Total……………………………………… RCON M971 RCON M970 RCON M969 RCON M968 RCON M967 RCON M966 RCON M965 RCON M964 3,000 0 4,000 54,000 178,000 363,000 646,000 401,000 RCON M986 RCON M985 RCON M984 RCON M983 RCON M982 RCON M981 RCON M980 RCON M979 0 0 0 5,000 3,000 40,000 87,000 48,000 RCON N002 RCON N001 RCON M999 RCON M998 RCON M997 RCON M996 RCON M995 RCON M994 0 0 0 10,000 1,000 2,000 13,000 6,000 RCON N017 RCON N016 RCON N015 RCON N014 RCON N013 RCON N012 RCON N011 RCON N010 0 0 0 7,000 9,000 95,000 76,000 26,000 RCON N047 RCON N046 RCON N045 RCON N044 RCON N043 RCON N042 RCON N041 RCON N040 0 0 0 0 0 0 0 0 RCON N062 RCON N061 RCON N060 RCON N059 RCON N058 RCON N057 RCON N056 RCON N055 0 0 0 0 0 0 0 0 RCON N077 RCON N076 RCON N075 RCON N074 RCON N073 RCON N072 RCON N071 RCON N070 0 0 0 0 0 0 0 0 RCON N092 RCON N091 RCON N090 RCON N089 RCON N088 RCON N087 RCON N086 RCON N085 0 0 0 0 1,000 67,000 112,000 158,000 RCON N107 RCON N106 RCON N105 RCON N104 RCON N103 RCON N102 RCON N101 RCON N100 0 0 0 0 0 0 0 0 RCON N122 RCON N121 RCON N120 RCON N119 RCON N118 RCON N117 RCON N116 RCON N115 3,000 0 4,000 76,000 192,000 567,000 934,000 639,000 M.18.a. M.18.b. M.18.c. M.18.d. M.18.e. M.18.f. M.18.g. M.18.h. M.18.i. M.18.j.

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 55 of 85 RC - 40 Schedule RC - O — Continued Memorandum item 18 is to be completed by “large institutions” and “highly complex institutions” as defined in FDIC regulations. Amounts reported in Memorandum item 18 will not be made available to the public on an individual institution basis. (Column O) PDs Were Derived Using (1) Two - Year Probability of Default (PD) Dollar Amounts in Thousands (Column N) (Column M) (Column L) (Column K) (Column J) (Column I) Total Unscoreable > 30% 26.01 – 30% 22.01 – 26% 20.01 – 22% Number Amount Amount Amount Amount Amount Amount 18. Outstanding balance of 1 - 4 family residential mortgage loans, consumer loans, and consumer leases by two - year probability of default: a. “Nontraditional 1 - 4 family residential mortgage loans” as defined for assessment purposes only in FDIC regulations……………………… b. Closed - end loans secured by first liens on 1 - 4 family residential properties…………………………… c. Closed - end loans secured by junior liens on 1 - 4 family residential properties…………………………… d. Revolving, open - end loans secured by 1 - 4 family residential properties and extended under lines of credit…………… e. Credit cards…………………………………… f. Automobile loans……………………………… g. Student loans…………………………………… h. Other consumer loans and revolving credit plans other than credit cards……………………………… i. Consumer leases……………………………… j. Total……………………………………………… RCON M978 RCON M977 RCON M976 RCON M975 RCON M974 RCON M973 RCON M972 1 1,737,000 79,000 0 2,000 2,000 5,000 RCON M993 RCON M992 RCON M991 RCON M990 RCON M989 RCON M988 RCON M987 1 194,000 11,000 0 0 0 0 RCON N009 RCON N008 RCON N007 RCON N006 RCON N005 RCON N004 RCON N003 1 32,000 0 0 0 0 0 RCON N024 RCON N023 RCON N022 RCON N021 RCON N020 RCON N019 RCON N018 1 260,000 47,000 0 0 0 0 RCON N054 RCON N053 RCON N052 RCON N051 RCON N050 RCON N049 RCON N048 0 0 0 0 0 0 0 RCON N069 RCON N068 RCON N067 RCON N066 RCON N065 RCON N064 RCON N063 0 0 0 0 0 0 0 RCON N084 RCON N083 RCON N082 RCON N081 RCON N080 RCON N079 RCON N078 0 0 0 0 0 0 0 RCON N099 RCON N098 RCON N097 RCON N096 RCON N095 RCON N094 RCON N093 1 363,000 25,000 0 0 0 0 RCON N114 RCON N113 RCON N112 RCON N111 RCON N110 RCON N109 RCON N108 0 0 0 0 0 0 0 RCON N128 RCON N127 RCON N126 RCON N125 RCON N124 RCON N123 2,586,000 162,000 0 2,000 2,000 5,000 M.18.a. M.18.b. M.18.c. M.18.d. M.18.e. M.18.f. M.18.g. M.18.h. M.18.i. M.18.j. 1. For PDs derived using scores and default rate mappings provided by a third - party vendor, enter 1; for PDs derived using an internal approach, enter 2; for PDs derived using third - party vendor mappings for some loans within a product type and an internal approach for other loans within the same product type, enter 3. If the total reported in Column N for a product type is zero, enter 0. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 06/2012 FFIEC 041 Page 56 of 85 RC - 41 Schedule RC - P — 1 – 4 Family Residential Mortgage Banking Activities Schedule RC - P is to be completed by banks at which either 1 – 4 family residential mortgage loan originations and purchases for resale (1) from all sources, loan sales, or quarter - end loans held for sale or trading exceed $10 million for two consecutive quarters. Dollar Amounts in Thousands 1. Retail originations during the quarter of 1 – 4 family residential mortgage loans for sale (1) ..................... 1. 2. Wholesale originations and purchases during the quarter of 1 – 4 family residential mortgage loans for sale (1).......................................................................................................................... ... ............................................................................................................................. ... .... 3. 1 – 4 family residential mortgage loans sold during the quarter................................................................. 4. 1 – 4 family residential mortgage loans held for sale or trading at quarter - end (included in Schedule RC, items 4.a and 5)............................................................................................. 5. Noninterest income for the quarter from the sale, securitization, and servicing of 1 – 4 family residential mortgage loans (included in Schedule RI, items 5.c, 5.f, 5.g, and 5.i).................................... 2. 3. 4. 5. 6. Repurchases and indemnifications of 1 – 4 family residential mortgage loans during the quarter............ 7. Representation and warranty reserves for 1 – 4 family residential mortgage loans sold: a. For representations and warranties made to U.S. government agencies and government - 6. sponsored agencies..................................................................................................................... ... ...... 7.a. 7.b. 7.c. b. For representations and warranties made to other parties................................................................... c. Total representation and warranty reserves (sum of items 7.a and 7.b).............................................. Amount RCON 0 HT81 0 HT82 0 FT04 0 FT05 RIAD 0 HT85 RCON 0 HT86 0 L191 0 L192 0 M288 1. Exclude originations and purchases of 1 – 4 family residential mortgage loans that are held for investment.

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 57 of 85 RC - 42 Schedule RC - Q — Assets and Liabilities Measured at Fair Value on a Recurring Basis Schedule RC - Q is to be completed by banks that: (1) Have elected to report financial instruments or servicing assets and liabilities at fair value under a fair value option with changes in fair value recognized in earnings, or (2) Are required to complete Schedule RC - D, Trading Assets and Liabilities. (Column E) Level 3 Fair Value Measurements (Column D) Level 2 Fair Value Measurements (Column C) Level 1 Fair Value Measurements (Column B) LESS: Amounts Netted in the Determination of Total Fair Value (Column A) Total Fair Value Reported on Schedule RC Dollar Amounts in Thousands Amount RCON Amount RCON Amount RCON Amount RCON Amount RCON Assets 1. Available - for - sale debt securities and equity securities with readily determinable fair values not held for trading (1) …………………………………… 2. Not applicable 3. Loans and leases held for sale.................................... 4. Loans and leases held for investment.......................... 5. Trading assets: a. Derivative assets..................................................... b. Other trading assets................................................ (1) Nontrading securities at fair value with changes in fair value reported in current earnings (included in Schedule RC - Q, item 5.b above)......................... 6. All other assets............................................................. 7. Total assets measured at fair value on a recurring basis (sum of items 1 through 5.b plus item 6)................................................................... Liabilities 8. Deposits....................................................................... 9. Not applicable 10. Trading liabilities: a. Derivative liabilities.................................................. b. Other trading liabilities............................................. 11. and 12. Not applicable 13. All other liabilities......................................................... 14. Total liabilities measured at fair value on a recurring basis (sum of items 8 through 13)................. 0 G477 0 G476 375,000 G475 0 G474 375,000 JA36 0 G487 0 G486 0 G485 0 G484 0 G483 0 G492 0 G491 0 G490 0 G489 0 G488 0 G496 0 G495 0 G494 0 G493 0 3543 0 G501 0 G500 0 G499 0 G498 0 G497 0 F242 0 F241 0 F692 0 F684 0 F240 0 G804 444,000 G396 0 G395 4,000 G392 440,000 G391 0 G506 444,000 G505 375,000 G504 4,000 G503 815,000 G502 0 F254 0 F253 0 F694 0 F686 0 F252 0 G515 0 G514 0 G513 0 G512 0 3547 0 G520 0 G519 0 G518 0 G517 0 G516 0 G809 567,000 G808 0 G807 4,000 G806 563,000 G805 0 G535 567,000 G534 0 G533 4,000 G532 563,000 G531 1. 3. 4. 5.a. 5.b. 5.b.(1) 6. 7. 8. 10.a. 10.b. 13. 14. 1. The amount reported in item 1, column A, must equal the sum of Schedule RC, items 2.b and 2.c. 06/2012

06/2012 DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 58 of 85 RC - 43 Schedule RC - Q — Continued (Column E) Level 3 Fair Value Measurements (Column D) Level 2 Fair Value Measurements (Column C) Level 1 Fair Value Measurements (Column B) LESS: Amounts Netted in the Determination of Total Fair Value (Column A) Total Fair Value Reported on Schedule RC Dollar Amounts in Thousands Amount RCON Amount RCON Amount RCON Amount RCON Amount RCON Memoranda 1. All other assets (itemize and describe amounts included in Schedule RC - Q, item 6, that are greater than $100,000 and exceed 25 percent of item 6): a. Mortgage servicing assets…………………… b. Nontrading derivative assets………………… 0 G540 0 G539 0 G538 0 G537 0 G536 0 G545 437,000 G544 0 G543 4,000 G542 433,000 G541 0 G550 0 G549 0 G548 0 G547 0 G546 TEXT G546 c. d. e. f. 0 G555 0 G554 0 G553 0 G552 0 G551 TEXT G551 0 G560 0 G559 0 G558 0 G557 0 G556 TEXT G556 0 G565 0 G564 0 G563 0 G562 0 G561 TEXT G561 2. All other liabilities (itemize and describe amounts included in Schedule RC - Q, item 13, that are greater than $100,000 and exceed 25 percent of item 13): a. Loan commitments (not accounted for as derivatives)…………… b. Nontrading derivative liabilities………………… 0 F263 0 F262 0 F697 0 F689 0 F261 0 G570 567,000 G569 0 G568 4,000 G567 563,000 G566 0 G575 0 G574 0 G573 0 G572 0 G571 TEXT G571 c. d. e. f. 0 G580 0 G579 0 G578 0 G577 0 G576 TEXT G576 0 G585 0 G584 0 G583 0 G582 0 G581 TEXT G581 0 G590 0 G589 0 G588 0 G587 0 G586 TEXT G586 M.1.a. M.1.b. M.1.c. M.1.d. M.1.e. M.1.f. M.2.a. M.2.b. M.2.c. M.2.d. M.2.e. M.2.f.

06/2012 DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 59 of 85 RC - 44 Schedule RC - Q — Continued Memoranda — Continued Dollar Amounts in Thousands 3. Loans measured at fair value (included in Schedule RC - C, Part I, items 1 through 9): a. Loans secured by real estate: (1) Secured by 1 – 4 family residential properties…………………………………………................. (2) All other loans secured by real estate……………………...…………………...………………… b. Commercial and industrial loans………………………………………….………............................. c. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper)……………………….…………………….…… d. Other loans…………………………..………………………….………………………….................... 3. Unpaid principal balance of loans measured at fair value (reported in Schedule RC - Q, Memorandum item 3): a. Loans secured by real estate: (1) Secured by 1 – 4 family residential properties…....…………………....…....………………….... (2) All other loans secured by real estate…………………………….…………………....………… b. Commercial and industrial loans………………………………………………..............................… c. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper)………………………………………..……….. d. Other loans………………………………….…………………………………………………............... Amount RCON 0 HT87 0 HT88 0 F585 0 HT89 0 F589 0 HT91 0 HT92 0 F597 0 … HT9 3 0 F601 M.3.a.(1) M.3.a.(2) M.3.b. M.3.c. M.3.d. M.4.a.(1) M.4.a.(2) M.4.b. M.4.c. M.4.d.

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 60 of 85 RC - 45 Schedule RC - R — Regulatory Capital Part I. Regulatory Capital Components and Ratios Part I is to be completed on a consolidated basis. Dollar Amounts in Thousands RCOA Amount Common Equity Tier 1 Capital 1. Common stock plus related surplus, net of treasury stock and unearned employee stock ownership plan (ESOP) shares........................................................................................................ P742 3,063,000 1. 2. 2. Retained earnings (1) ............................................................................................................................. ... .. KW00 6,702,000 a. Does your institution have a CECL transition election in effect as of the quarter - end report date? (enter “0” for No; enter “1” for Yes with a 3 - year CECL transition election; enter “2” for Yes with a 5 - year 2020 CECL transition election.)............................................................................... RCOA 0 JJ29 2.a. 3. Accumulated other comprehensive income (AOCI)................................................................................... Amount RCOA (37,000) B530 3. a. AOCI opt - out election (enter “1” for Yes; enter “0” for No.) ............................................................................ RCOA 0=No 1=Yes 0 P838 3.a. 4. Common equity tier 1 minority interest includable in common equity tier 1 capital................................... 5. Common equity tier 1 capital before adjustments and deductions (sum of items 1 through 4)................. 4. 5. Common Equity Tier 1 Capital: Adjustments and Deductions 6. LESS: Goodwill net of associated deferred tax liabilities (DTLs)............................................................... 6. 7. LESS: Intangible assets (other than goodwill and mortgage servicing assets (MSAs)), net of associated DTLs......................................................................................................................... ... ............ 8. LESS: Deferred tax assets (DTAs) that arise from net operating loss and tax credit carryforwards, net of any related valuation allowances and net of DTLs.................................................. 9. AOCI - related adjustments (if entered “1” for Yes in item 3.a, complete only items 9.a through 9.e; if entered “0” for No in item 3.a, complete only item 9.f): a. LESS: Net unrealized gains (losses) on available - for - sale debt securities (if a gain, report as a positive value; if a loss, report as a negative value).......................................................................... b. Not applicable c. LESS: Accumulated net gains (losses) on cash flow hedges (if a gain, report as a positive 7. 8. 9.a. value; if a loss, report as a negative value)........................................................................................... 9.c. d. LESS: Amounts recorded in AOCI attributed to defined benefit postretirement plans resulting from the initial and subsequent application of the relevant GAAP standards that pertain to such plans (if a gain, report as a positive value; if a loss, report as a negative value)......... e. LESS: Net unrealized gains (losses) on held - to - maturity securities that are included in 9.d. AOCI (if a gain, report as a positive value; if a loss, report as a negative value).................................. 9.e. f. To be completed only by institutions that entered “0” for No in item 3.a: LESS: Accumulated net gain (loss) on cash flow hedges included in AOCI, net of applicable income taxes, that relates to the hedging of items that are not recognized at fair value on the balance sheet (if a gain, report as a positive value; if a loss, report as a negative value).................... Amount RCOA 0 P839 9,728,000 P840 0 P841 2,000 P842 1,000 P843 NA P844 NA P846 NA P847 NA P848 0 P849 9.f. 1. Institutions that have elected to apply the 3 - year or the 5 - year 2020 CECL transition provision should include the applicable portion of the CECL tran - sitional amount or the modified CECL transitional amount, respectively, in this item. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 61 of 85 RC - 46 Schedule RC - R — Continued Part I — Continued Dollar Amounts in Thousands 10. Other deductions from (additions to) common equity tier 1 capital before threshold - based deductions: a. LESS: Unrealized net gain (loss) related to changes in the fair value of liabilities that are due to changes in own credit risk (if a gain, report as a positive value; if a loss, report as a negative value)....................................................................................................................... ... ................ b. LESS: All other deductions from (additions to) common equity tier 1 capital before threshold - based deductions................................................................................................................... ... ... 11. Not applicable 12. Subtotal (item 5 minus items 6 through 10.b)................................................................................................... 13. LESS: Investments in the capital of unconsolidated financial institutions, net of associated DTLs, 10.a. 10.b. 12. that exceed 25 percent of item 12..................................................................................................................... 13. 14. 14. LESS: MSAs, net of associated DTLs, that exceed 25 percent of item 12....................................................... 15. LESS: DTAs arising from temporary differences that could not be realized through net operating loss carrybacks, net of related valuation allowances and net of DTLs, that exceed 25 percent of item 12........................................................................................................................... ... .......... 16. Not applicable 17. LESS: Deductions applied to common equity tier 1 capital due to insufficient amounts of additional tier 1 capital and tier 2 capital (1) to cover deductions...................................................................... 15. 17. 18. 19. 18. Total adjustments and deductions for common equity tier 1 capital (sum of items 13 through 17).................. 19. Common equity tier 1 capital (item 12 minus item 18)...................................................................................... Additional Tier 1 Capital 20. Additional tier 1 capital instruments plus related surplus.................................................................................. 21. Non - qualifying capital instruments subject to phase - out from additional tier 1 capital..................................... 22. Tier 1 minority interest not included in common equity tier 1 capital................................................................ 23. Additional tier 1 capital before deductions (sum of items 20, 21, and 22)........................................................ 24. LESS: Additional tier 1 capital deductions........................................................................................................ 20. 21. 22. 23. 24. 25. 25. Additional tier 1 capital (greater of item 23 minus item 24, or zero)................................................................. Tier 1 Capital 26. Tier 1 capital (sum of items 19 and 25)............................................................................................................. 26. Total Assets for the Leverage Ratio 27. Average total consolidated assets (2) ............................................................................................................... 28. LESS: Deductions from common equity tier 1 capital and additional tier 1 capital (sum of items 6, 7, 8, 10.b, 13 through 15, 17, and certain elements of item 24 - see instructions)............................. 29. LESS: Other deductions from (additions to) assets for leverage ratio purposes.............................................. 30. Total assets for the leverage ratio (item 27 minus items 28 and 29)................................................................ Amount RCOA 0 Q258 0 P850 9,725,000 P852 0 LB58 0 LB59 0 LB60 0 P857 0 P858 9,725,000 P859 0 P860 0 P861 0 P862 0 P863 0 P864 0 P865 9,725,000 8274 34,998,000 KW03 3,000 P875 0 B596 34,995,000 A224 27. 28. 29. 30. 1. An institution that has a CBLR framework election in effect as of the quarter - end report date is neither required to calculate tier 2 capital nor make any deductions that would have been taken from tier 2 capital as of the report date. 2. Institutions that have elected to apply the 3 - year or the 5 - year 2020 CECL transition provision should include the applicable portion of the CECL transitional amount or the modified CECL transitional amount, respectively, in item 27. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 62 of 85 RC - 47 Schedule RC - R — Continued Part I — Continued Leverage Ratio* 31. Leverage ratio (item 26 divided by item 30)........................................................................................... Percentage RCOA 27.7897% 7204 31. a. Does your institution have a community bank leverage ratio (CBLR) framework election in effect as of the quarter - end report date? (enter “1” for Yes; enter “0” for No).................................................................. RCOA 0=No 1=Yes 0 LE74 31.a. If your institution entered “1” for Yes in item 31.a: • Complete items 32 through 37 and, if applicable, items 38.a through 38.c, • Do not complete items 39 through 55.b, and • Do not complete Part II of Schedule RC - R. If your institution entered “0” for No in item 31.a: • Skip (do not complete) items 32 through 38.c, • Complete items 39 through 55.b, as applicable, and • Complete Part II of Schedule RC - R. Item 31.b is to be completed only by non - advanced approaches institutions that elect to use the Standardized Approach for Counterparty Credit Risk (SA - CCR) for purposes of the standardized approach and supplementary leverage ratio. b. Standardized Approach for Counterparty Credit Risk opt - in election (enter “1” for Yes; leave blank for No)............................................................................................................... RCOA 1=Yes NC99 31.b. Qualifying Criteria and Other Information for CBLR Institutions* Column B Column A Dollar Amounts in Thousands Percentage RCOA Amount RCOA NA 2170 32. Total assets (Schedule RC, item 12); (must be less than $10 billion) ............. 33. Trading assets and trading liabilities (Schedule RC, sum of items 5 and 15). Report as a dollar amount in column A and as a percentage of total assets (5% limit) in column B............................................................................ 34. Off - balance sheet exposures: a. Unused portion of conditionally cancellable commitments........................... b. Securities lent and borrowed (Schedule RC - L, sum of items 6.a and 6.b)................................................................................................... c. Other off - balance sheet exposures d. Total off - balance sheet exposures (sum of items 34.a through 34.c). Report as a dollar amount in column A and as a percentage of total assets (25% limit) in column B....................................... NA KX78 NA KX77 NA KX79 NA KX80 NA KX81 NA KX83 NA KX82 32. 33. 34.a. 34.b. 34.c. 34.d Dollar Amounts in Thousands 35. Unconditionally cancellable commitments............................................................................................... 35. 36. 37 36. Investments in the tier 2 capital of unconsolidated financial institutions.................................................. 37. Allocated transfer risk reserve................................................................................................................. 38. Amount of allowances for credit losses on purchased credit - deteriorated assets: a. Loans and leases held for investment................................................................................................. 38.a. 38.b. 38.c. b. Held - to - maturity debt securities........................................................................................................... c. Other financial assets measured at amortized cost............................................................................. Amount RCOA NA S540 NA LB61 NA 3128 NA JJ30 NA JJ31 NA JJ32 * Report each ratio as a percentage, rounded to four decimal places, e.g., 12.3456. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 63 of 85 RC - 48 Schedule RC - R — Continued Part I — Continued If your institution entered “0” for No in item 31.a, complete items 39 through 55.b, as applicable, and Part II of Schedule R C - R. If your institution entered “1” for Yes in item 31.a, do not complete items 39 through 55.b or Part II of Schedule RC - R. Amount RCOA Dollar Amounts in Thousands Tier 2 Capital (1) 39. Tier 2 capital instruments plus related surplus.......................................................................................... 40. Non - qualifying capital instruments subject to phase - out from tier 2 capital.............................................. 41. Total capital minority interest that is not included in tier 1 capital............................................................. 42. Adjusted allowances for credit losses (AACL) includable in tier 2 capital (2) ....................................... 43. Not applicable 44. Tier 2 capital before deductions (sum of items 39 through 42)................................................................. 45. LESS: Tier 2 capital deductions................................................................................................................ 46. Tier 2 capital (greater of item 44 minus item 45, or zero)......................................................................... Total Capital 47. Total capital (sum of items 26 and 46)...................................................................................................... Total Risk - Weighted Assets 48. Total risk - weighted assets (from Schedule RC - R, Part II, item 31).......................................................... 0 P866 0 P867 0 P868 18,000 5310 18,000 P870 0 P872 18,000 5311 9,743,000 3792 18,737,000 A223 39. 40. 41. 42. 44. 45. 46. 47. 48. Risk - Based Capital Ratios * 49. Common equity tier 1 capital ratio (item 19 divided by item 48)............................................................... 50. Tier 1 capital ratio (item 26 divided by item 48)........................................................................................ 49. 50. 51. 51. Total capital ratio (item 47 divided by item 48).......................................................................................... Capital Buffer* 52. Institution - specific capital buffer necessary to avoid limitations on distributions and discretionary bonus payments: a. Capital conservation buffer.................................................................................................................. 52.a. b. Institutions subject to Category III capital standards only: Total applicable capital buffer.................. 52.b. 53. Eligible retained income (3) ...................................................................................................................... 54. Distributions and discretionary bonus payments during the quarter (4) .................................................... Supplementary Leverage Ratio* 55. Institutions subject to Category III capital standards only: Supplementary leverage ratio information: a. Total leverage exposure (5) ................................................................................................................. Percentage RCOA 51.9027% P793 51.9027% 7206 51.9987% 7205 43.9987% H311 RCOW 2.5000% H312 Amount RCOA NA H313 NA H314 37,625,000 H015 Percentage 25.8472% H036 53. 54. 55.a. b. Supplementary leverage ratio............................................................................................................. 55.b. * Report each ratio as a percentage, rounded to four decimal places, e . g . , 12 . 3456 . 1. An institution that has a CBLR framework election in effect as of the quarter - end report date is neither required to calculate tier 2 capital nor make any deductions that would have been taken from tier 2 capital as of the report date . 2. Institutions that have elected to apply the 3 - year or the 5 - year 2020 CECL transition provision should subtract the applicable portion of the AACL transitional amount or the modified AACL transitional amount, respectively, from the AACL, as defined in the regulatory capital rule, before determining the amount of AACL includable in tier 2 capital . See instructions for further detail on the CECL transition provisions . 3. Non - advanced approaches institutions other than Category III institutions must complete item 53 only if the amount reported in item 52.a above is less than or equal to 2.5000 percent. Category III institutions must complete item 53 only if the amount reported in item 52.a above is less than or equal to the amount reported in item 52.b above. 4. Non - advanced approaches institutions other than Category III institutions must complete item 54 only if the amount reported in Schedule RC - R, Part I, item 52.a, in the Call Report for the previous calendar quarter - end report date was less than or equal to 2.5000 percent. Category III institutions must complete item 54 only if the amount reported in Schedule RC - R, Part I, item 52.a, in the Call Report for the previous calendar quarter - end report date was less than or equal to the amount reported in Schedule RC - R, Part I, item 52.b, in the Call Report for that previous report date. 5. Institutions that have elected to apply the 3 - year or the 5 - year 2020 CECL transition provision should include the applicable portion of the CECL transitional amount or the modified CECL transitional amount, respectively, in item 55.a. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 64 of 85 RC - 49 Schedule RC - R — Continued Part II. Risk - Weighted Assets Institutions that entered “1” for Yes in Schedule RC - R, Part I, item 31.a, do not have to complete Schedule RC - R, Part II. Institutions are required to assign a 100 percent risk weight to all assets not specifically assigned a risk weight under Subpart D of the federal banking agencies’ regulatory capital rules (1) and not deducted from tier 1 or tier 2 capital. (Column J) (Column I) (Column H) (Column G) (Column F) (Column E) (Column D) (Column C) (Column B) Adjustments to Totals Reported in Column A (Column A) Totals From Schedule RC Dollar Amounts in Thousands Allocation by Risk - Weight Category 150% 100% 50% 20% 10% 4% 2% 0% Amount Amount Amount Amount Amount Amount Amount Amount Amount Amount Balance Sheet Asset Categories (2) 1. Cash and balances due from depository institutions……………………… 2. Securities: a. Held - to - maturity securities (3) ………………… b. Available - for - sale debt securities and equity securities with readily determinable fair values not held for trading………… 3. Federal funds sold and securities purchased under agreements to resell: a. Federal funds sold………… b. Securities purchased under agreements to resell………………………… 4. Loans and leases held for sale: a. Residential mortgage exposures…………………… b. High volatility commercial real estate exposures…………………… RCON S398 RCON D960 RCON S397 RCON D959 RCON D958 RCON S396 RCON D957 0 0 0 33,000 14,509,000 0 14,542,000 RCON S400 RCON D965 RCON D964 RCON D963 RCON HJ75 RCON HJ74 RCON D962 RCON S399 RCON D961 0 0 0 0 0 0 0 0 0 RCON S403 RCON D970 RCON D969 RCON D968 RCON HJ77 RCON HJ76 RCON D967 RCON S402 RCON JA21 0 0 0 0 0 0 375,000 0 375,000 RCON S411 RCON D974 RCON S410 RCON D973 RCON D972 RCON D971 0 0 0 0 0 0 RCON H172 RCON H171 4,920,000 4,920,000 RCON S417 RCON S416 RCON S415 RCON H173 RCON S414 RCON S413 0 0 0 0 0 0 RCON S421 RCON H177 RCON H176 RCON H175 RCON H174 RCON S420 RCON S419 0 0 0 0 0 0 0 1. 2.a. 2.b. 3.a 3.b 4.a. 4.b. 1. For national banks and federal savings associations, 12 CFR Part 3; for state member banks, 12 CFR Part 217; and for state nonmember banks and state savings associations 12 CFR Part 324. 2. All securitization exposures held as on - balance sheet assets of the reporting institution are to be excluded from items 1 through 8 and are to be reported instead in item 9. 3. Institutions should report held - to - maturity securities net of allowances for credit losses in item 2.a, column A. Institutions should report as a negative number in item 2.a, column B, those allowances for credit losses eligible for inclusion in tier 2 capital, which excludes allowances for credit losses on purchased credit - deteriorated assets. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 65 of 85 RC - 50 Schedule RC - R — Continued Part II — Continued (Column K) (Column L) (Column P) (Column Q) (Column R) (Column S) Application of Other Risk - Weighting Approaches (1) 250% 300% 937.5% 1250% Exposure Amount Risk - Weighted Asset Amount Dollar Amounts in Thousands Amount Amount (Column M) (Column N) (Column O) Allocation by Risk - Weight Category 400% 600% 625% Amount Amount Amount Amount Amount Amount Amount Balance Sheet Asset Categories (continued) 1. Cash and balances due from depository institutions…………………………… 2. Securities: a. Held - to - maturity securities………………………… b. Available - for - sale debt securities and equity securities with readily determinable fair values 1. 2.a. RCON S405 RCON S406 RCON H271 RCON H272 not held for trading ...................... 0 0 0 0 2.b. 3.a. … 3.b RCON H273 RCON H274 0 0 4.a. RCON H275 RCON H276 3. Federal funds sold and securities purchased under agreements to resell: a. Federal funds sold……………… b. Securities purchased under agreements to resell..…………………………… 4. Loans and leases held for sale: a. Residential mortgage exposures………………………… b. High volatility commercial real estate exposures………………………… 0 0 4.b. 1. Includes, for example, investments in mutual funds/investment funds, exposures collateralized by securitization exposures or mutual funds, separate account bank - owned life insurance, and default fund contributions to central counterparties. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 66 of 85 RC - 51 Schedule RC - R — Continued Part II — Continued (Column J) (Column I) (Column H) (Column G) (Column F) (Column E) (Column D) (Column C) (Column B) (Column A) Allocation by Risk - Weight Category Adjustments Totals From to Totals Schedule 150% 100% 50% 20% 10% 4% 2% 0% Reported in RC Column A Amount Amount Amount Amount Amount Amount Amount Amount Amount Amount Dollar Amounts in Thousands 4. Loans and leases held for sale (continued): c. Exposures past due RCON S429 RCON S428 RCON S427 RCON S426 RCON HJ79 RCON HJ78 RCON S425 RCON S424 RCON S423 90 days or more or 0 0 0 0 0 0 0 0 0 on nonaccrual (1) …………… RCON S437 RCON S436 RCON S435 RCON S434 RCON HJ81 RCON HJ80 RCON S433 RCON S432 RCON S431 d. All other 0 0 0 0 0 0 0 0 0 exposures…………………… 5. Loans and leases held for investment: (2) RCON S443 RCON S442 RCON S441 RCON H178 RCON S440 RCON S439 a. Residential mortgage 111,000 2,358,000 0 1,000 0 2,470,000 exposures…………………… b. High volatility RCON S447 RCON H182 RCON H181 RCON H180 RCON H179 RCON S446 RCON S445 commercial real estate 0 0 0 0 0 0 0 exposures…………………… c. Exposures past due RCON S455 RCON S454 RCON S453 RCON S452 RCON HJ83 RCON HJ82 RCON S451 RCON S450 RCON S449 90 days or more or on 0 0 0 0 0 0 0 0 0 nonaccrual (3) ……………… RCON S463 RCON S462 RCON S461 RCON S460 RCON HJ85 RCON HJ84 RCON S459 RCON S458 RCON S457 1,043,000 12,390,000 127,000 503,000 0 0 107,000 0 14,170,000 d. All other exposures………… 6. LESS: Allowance for RCON 3123 RCON 3123 credit losses on loans 16,000 16,000 and leases ……………………… 4.c. 4.d. 5.a. 5.b. 5.c. 5.d. 6. 1. For loans and leases held for sale, exclude residential mortgage exposures, high volatility commercial real estate exposures, or sovereign exposures that are past due 90 days or more or on nonaccrual. 2. Institutions should report as a positive number in column B of items 5.a through 5.d, as appropriate, any allowances for credit losses on purchased credit - deteriorated assets reported in column A of items 5.a through 5.d, as appropriate. 3. For loans and leases held for investment, exclude residential mortgage exposures, high volatility commercial real estate exposures, or sovereign exposures that are past due 90 days or more or on nonaccrual. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 67 of 85 RC - 52 Schedule RC - R — Continued Part II — Continued (Column K) (Column L) (Column P) (Column Q) (Column R) (Column S) Application of Other Risk - Weighting Approaches (1) 250% 300% 937.5% 1250% Exposure Amount Risk - Weighted Asset Amount Dollar Amounts in Thousands Amount Amount (Column M) (Column N) (Column O) Allocation by Risk - Weight Category 400% 600% 625% Amount Amount Amount Amount Amount Amount Amount 4. Loans and leases held for sale (continued): c. Exposures past due 90 days or more or RCON H277 RCON H278 on nonaccrual (2) ……………… 0 0 4.c. RCON H279 RCON H280 0 0 4.d. RCON H281 RCON H282 0 0 5.a. RCON H283 RCON H284 0 0 5.b. RCON H285 RCON H286 d. All other exposures……………………… 5. Loans and leases held for investment: a. Residential mortgage exposures……………………… b. High volatility commercial real estate exposures……………………… c. Exposures past due 90 days or more or on nonaccrual (3) ………………… 0 0 5.c. RCON H287 RCON H288 0 0 5.d. d. All other exposures…………… 6. LESS: Allowance for credit losses on loans and leases ……………………… … 6. 1. Includes, for example, investments in mutual funds/investment funds, exposures collateralized by securitization exposures or mutual funds, separate account bank - owned life insurance, and default fund contributions to central counterparties. 2. For loans and leases held for sale, exclude residential mortgage exposures, high volatility commercial real estate exposures, or sovereign exposures that are past due 90 days or more or on nonaccrual. 3. For loans and leases held for investment, exclude residential mortgage exposures, high volatility commercial real estate exposures, or sovereign exposures that are past due 90 days or more or on nonaccrual. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 68 of 85 RC - 53 Schedule RC - R — Continued Part II — Continued (Column J) (Column I) (Column H) (Column G) (Column F) (Column E) (Column D) (Column C) (Column B) Adjustments to Totals Reported in Column A (Column A) Totals From Schedule RC Dollar Amounts in Thousands Allocation by Risk - Weight Category 150% 100% 50% 20% 10% 4% 2% 0% Amount Amount Amount Amount Amount Amount Amount Amount Amount Amount RCON S467 RCON D980 RCON D979 RCON D978 RCON HJ87 RCON HJ86 RCON D977 RCON S466 RCON D976 7. Trading assets…………………… 8. All other assets (1, 2, 3) …………… a. Separate account bank - owned life insurance……………………… b. Default fund contributions to central counterparties………………… 0 0 0 0 0 0 0 0 0 RCON H185 RCON D985 RCON D984 RCON D983 RCON HJ89 RCON HJ88 RCON D982 RCON S469 RCON D981 16,000 857,000 1,000 100,000 0 0 131,000 887,000 2,459,000 7. 8. 8.a. 8.b. 1. Includes premises and fixed assets; other real estate owned; investments in unconsolidated subsidiaries and associated companies; direct and indirect investments in real estate ventures; intangible assets; and other assets. 2. Institutions that have elected to apply the 3 - year or the 5 - year 2020 CECL transition provision should report as a positive number in item 8, column B, the applicable portion of the DTA transitional amount as determined in accordance with the 3 - year or the 5 - year 2020 CECL transitional amount, respectively. 3. Institutions that have reported any assets net of allowances for credit losses in item 8, column A, should report as a negative number in item 8, column B, those allowances for credit losses eligible for inclusion in tier 2 capital, which excludes allowances for credit losses on purchased credit - deteriorated assets. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 69 of 85 RC - 54 Schedule RC - R — Continued Part II — Continued … 7. 8. 8.a. … (Column S) (Column R) (Column Q) (Column P) (Column O) (Column N) (Column M) (Column L) (Column K) Dollar Amounts in Thousands Application of Other Risk - Weighting Approaches (1) Allocation by Risk - Weight Category Risk - Weighted Asset Amount Exposure Amount 1250% 937.5% 625% 600% 400% 300% 250% Amount Amount Amount Amount Amount Amount Amount Amount Amount RCON H292 RCON H291 RCON H187 RCON H290 RCON H186 7. Trading assets…………………… 8. All other assets (2) ………………… a. Separate account bank - owned life insurance……….…………..…… b. Default fund contributions to central counterparties………………… 0 0 0 0 0 RCON H295 RCON H294 RCON S471 RCON S470 RCON H188 RCON H293 0 0 0 0 0 467,000 RCON H297 RCON H296 0 0 RCON H299 RCON H298 0 0 8.b. 1. Includes, for example, investments in mutual funds/investment funds, exposures collateralized by securitization exposures or mutual funds, separate account bank - owned life insurance, and default fund contributions to central counterparties. 2. Includes premises and fixed assets; other real estate owned; investments in unconsolidated subsidiaries and associated companies; direct and indirect investments in real estate ventures; intangible assets; and other assets. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 70 of 85 RC - 55 Schedule RC - R — Continued Part II — Continued (Column U) (Column T) (Column Q) (Column B) (Column A) Dollar Amounts in Thousands Total Risk - Weighted Asset Amount by Calculation Methodology Allocation by Risk - Weight Category (Exposure Amount) Adjustments to Totals Reported in Column A Totals Gross - Up SSFA (1) 1250% Amount Amount Amount Amount Amount Securitization Exposures: On - and Off - Balance Sheet 9. On - balance sheet securitization exposures: a. Held - to - maturity securities (2) ……………………………………………………………………………………………… b. Available - for - sale securities……………………………………………………………………………………………… c. Trading assets……………………………………………………………………………………………………………… d. All other on - balance sheet securitization exposures…………………………………………………………………… 10. Off - balance sheet securitization exposures………………………………………………………………………………… RCON S479 RCON S478 RCON S477 RCON S476 RCON S475 0 0 0 0 0 RCON S484 RCON S483 RCON S482 RCON S481 RCON S480 0 0 0 0 0 RCON S489 RCON S488 RCON S487 RCON S486 RCON S485 0 0 0 0 0 RCON S494 RCON S493 RCON S492 RCON S491 RCON S490 0 0 0 0 0 RCON S499 RCON S498 RCON S497 RCON S496 RCON S495 0 0 0 0 0 9.a. 9.b. 9.c 9.d 10. 1. Simplified Supervisory Formula Approach. 2. Institutions should report held - to - maturity securities net of allowances for credit losses in item 9.a, column A. Institutions should report as a negative number in item 9.a, column B, those allowances for credit losses eligible for inclusion in tier 2 capital, which excludes allowances for credit losses on purchased credit - deteriorated assets. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 71 of 85 RC - 56 Schedule RC - R — Continued Part II — Continued (Column J) (Column I) (Column H) (Column G) (Column F) (Column E) (Column D) (Column C) (Column B) Adjustments to Totals Reported in Column A (Column A) Totals From Schedule RC Dollar Amounts in Thousands Allocation by Risk - Weight Category 150% 100% 50% 20% 10% 4% 2% 0% Amount Amount Amount Amount Amount Amount Amount Amount Amount Amount RCON S503 RCON D990 RCON D989 RCON D988 RCON HJ91 RCON HJ90 RCON D987 RCON S500 RCON 2170 11. Total balance sheet assets (1) …………………… 1,059,000 13,358,000 2,486,000 636,000 0 0 15,123,000 5,791,000 38,920,000 11. (Column R) (Column Q) (Column P) (Column O) (Column N) (Column M) (Column L) (Column K) Dollar Amounts in Thousands Application of Other Risk - Weighting Approaches Allocation by Risk - Weight Category Exposure Amount 1250% 937.5% 625% 600% 400% 300% 250% Amount Amount Amount Amount Amount Amount Amount Amount RCON H300 RCON S510 RCON S507 RCON S506 RCON S505 RCON S504 11. Total balance sheet assets (1) …………...………………………………………………… 0 0 0 0 0 467,000 11. 1. For each of columns A through R of item 11, report the sum of items 1 through 9. For item 11, the sum of columns B through R must equal column A. Item 11, column A, must equal Schedule RC, item 12. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 72 of 85 RC - 57 Schedule RC - R — Continued Part II — Continued (Column J) (Column I) (Column H) (Column G) (Column F) (Column E) (Column D) (Column C) (Column B) Credit Equivalent Amount (2) CCF (1) (Column A) Face, Notional, or Other Amount Dollar Amounts in Thousands Allocation by Risk - Weight Category 150% 100% 50% 20% 10% 4% 2% 0% Amount Amount Amount Amount Amount Amount Amount Amount Amount Amount Derivatives, Off - Balance Sheet Items, and Other Items Subject to Risk Weighting (Excluding Securitization Exposures) (3) 12. Financial standby letters of credit………………… 13. Performance standby letters of credit and transaction - related contingent items……………… 14. Commercial and similar letters of credit with an original maturity of one year or less………………………… 15. Retained recourse on small business obligations sold with recourse ………………… RCON S511 RCON D996 RCON D995 RCON D994 RCON HJ93 RCON HJ92 RCON D993 RCON D992 RCON D991 0 237,000 3,000 4,000 0 0 0 244,000 1.0 244,000 RCON S512 RCON G605 RCON G604 RCON G603 RCON D999 RCON D998 RCON D997 0 50,000 1,000 1,000 0 52,000 0.5 104,000 RCON S513 RCON G611 RCON G610 RCON G609 RCON HJ95 RCON HJ94 RCON G608 RCON G607 RCON G606 0 0 0 0 0 0 0 0 0.2 0 RCON S514 RCON G617 RCON G616 RCON G615 RCON G614 RCON G613 RCON G612 0 0 0 0 0 0 1.0 0 12. 13. 14. 15. 1. Credit conversion factor. 2. Column A multiplied by credit conversion factor. For each of items 12 through 21, the sum of columns C through J plus column R must equal column B. 3. All derivatives and off - balance sheet items that are securitization exposures are to be excluded from items 12 through 21 and are to be reported instead in item 10. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 73 of 85 RC - 58 Schedule RC - R — Continued Part II — Continued (Column J) (Column I) (Column H) (Column G) (Column F) (Column E) (Column D) (Column C) (Column B) Credit Equivalent Amount (2) CCF (1) (Column A) Face, Notional, or Other Amount Dollar Amounts in Thousands Allocation by Risk - Weight Category 150% 100% 50% 20% 10% 4% 2% 0% Amount Amount Amount Amount Amount Amount Amount Amount Amount Amount RCON S523 RCON S522 RCON S521 RCON S520 RCON S519 RCON S518 RCON S517 RCON S516 RCON S515 16. Repo - style transactions (3) ……………… 17. All other off - balance sheet liabilities……………… 18. Unused commitments (exclude unused commitments to asset - backed commercial paper conduits): a. Original maturity of one year or less…………… b. Original maturity exceeding one year………………………… 18. Unconditionally cancelable commitments………………… 20. Over - the - counter derivatives…………………… 21. Centrally cleared derivatives…………………… 22. Unsettled transactions (failed trades) (4) …………… 0 50,000 0 0 0 0 0 50,000 1.0 50,000 RCON S524 RCON G623 RCON G622 RCON G621 RCON G620 RCON G619 RCON G618 0 0 0 0 0 0 1.0 0 RCON S531 RCON S530 RCON S529 RCON S528 RCON HJ97 RCON HJ96 RCON S527 RCON S526 RCON S525 0 4,000 0 0 0 0 0 4,000 0.2 20,000 RCON S539 RCON G629 RCON G628 RCON G627 RCON HJ99 RCON HJ98 RCON G626 RCON G625 RCON G624 6,000 783,000 90,000 105,000 0 0 77,000 1,061,000 0.5 2,122,000 RCON S541 RCON S540 0 0.0 0 RCON S548 RCON S547 RCON S546 RCON S545 RCON S544 RCON HK01 RCON HK00 RCON S543 RCON S542 0 0 0 157,000 0 0 0 0 157,000 RCON S557 RCON S556 RCON S555 RCON S554 RCON S552 RCON S551 RCON S550 RCON S549 0 0 0 0 0 889,000 0 889,000 RCON H197 RCON H196 RCON H195 RCON H194 RCON H193 RCON H191 0 0 0 0 0 0 16. 17. 18.a. 18.b. 19. 20. 21. 22. 1. Credit conversion factor. 2. For items 16 through 19, column A multiplied by credit conversion factor. 3. Includes securities purchased under agreements to resell (reverse repos), securities sold under agreements to repurchase (repos), securities borrowed, and securities lent. 4. For item 22, the sum of columns C through Q must equal column A. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 74 of 85 Schedule RC - R — Continued Part II — Continued RC - 59 (Column S) (Column R) (Column Q) (Column P) (Column O) Dollar Amounts in Thousands Application of Other Risk - Weighting Approaches (1) Allocation by Risk - Weight Category Risk - Weighted Asset Amount Credit Equivalent Amount 1250% 937.5% 625% Amount Amount Amount Amount Amount RCON H302 RCON H301 16. Repo - style transactions (2) ……….…………………………...……………………...……… 17. All other off - balance sheet liabilities……………..…….…………………...…………….…………… 18. Unused commitments (exclude unused commitments to asset - backed commercial paper conduits): a. Original maturity of one year or less………………….…………………………...…………….… b. Original maturity exceeding one year…………………….…………………………...…………….…………… 19. Unconditionally cancelable commitments………………………………………….…………...……………. 20. Over - the - counter derivatives…………………………………………………...…………….……… 21. Centrally cleared derivatives………………………………………………………………...……… 22. Unsettled transactions (failed trades) (3) ………………………………………………...…………….…… 0 0 RCON H304 RCON H303 0 0 RCON H308 RCON H307 0 0 RCON H310 RCON H309 0 0 RCON H200 RCON H199 RCON H198 0 0 0 16. 17. 18.a. 18.b. 19. 20. 21. 22. 1. Includes, for example, exposures collateralized by securitization exposures or mutual funds. 2. Includes securities purchased under agreements to resell (reverse repos), securities sold under agreements to repurchase (repos), securities borrowed, and securities lent. 3. For item 22, the sum of columns C through Q must equal column A. 06/2012

06/2012 DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 75 of 85 RC - 60 Schedule RC - R — Continued Part II — Continued (Column J) (Column I) (Column H) (Column G) (Column F) (Column E) (Column D) (Column C) Dollar Amounts in Thousands Allocation by Risk - Weight Category 150% 100% 50% 20% 10% 4% 2% 0% Amount Amount Amount Amount Amount Amount Amount Amount 23. Total assets, derivatives, off - balance sheet items, and other items subject to risk weighting by risk - weight category (for each of columns C through P, sum of items 11 through 22; for column Q, sum of items 10 through 22)…………………… 24. Risk - weight factor……………… 25. Risk - weighted assets by risk - weight category (for each column, item 23 multiplied by item 24)…………………………… RCON S561 RCON G633 RCON G632 RCON G631 RCON S560 RCON S559 RCON S558 RCON G630 1,065,000 14,482,000 2,580,000 903,000 0 0 889,000 15,200,000 X 150% X 100% X 50% X 20% X 10% X 4% X 2% X 0% RCON S572 RCON G637 RCON G636 RCON G635 RCON S571 RCON S570 RCON S569 RCON G634 1,598,000 14,482,000 1,290,000 181,000 0 0 18,000 0 23. 24. 25.

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 76 of 85 RC - 61 Schedule RC - R — Continued Part II — Continued (Column Q) (Column P) (Column O) (Column N) (Column M) (Column L) (Column K) Dollar Amounts in Thousands Allocation by Risk - Weight Category 1250% 937.5% 625% 600% 400% 300% 250% Amount Amount Amount Amount Amount Amount Amount 23. Total assets, derivatives, off - balance sheet items, and other items subject to risk weighting by risk - weight category (for each of columns C through P, sum of items 11 through 22; for column Q, sum of items 10 through 22) ………………………………………………… 24. Risk - weight factor……………………………………………… 25. Risk - weighted assets by risk - weight category (for each column, item 23 multiplied by item 24)………………………………………………………… RCON S568 RCON S567 RCON S566 RCON S565 RCON S564 RCON S563 RCON S562 0 0 0 0 0 0 467,000 X 1250% X 937.5% X 625% X 600% X 400% X 300% X 250% RCON S579 RCON S578 RCON S577 RCON S576 RCON S575 RCON S574 RCON S573 0 0 0 0 0 0 1,168,000 23. 24. 25. Totals Dollar Amounts in Thousands Amount RCON 18,737,000 S580 26. Risk - weighted assets base for purposes of calculating the adjusted allowances for credit losses (AACL) 1.25 percent threshold ……………… 27. Standardized market - risk weighted assets (applicable only to banks that are covered by the market risk capital rules)……………………………... 28. Risk - weighted assets before deductions for excess AACL (1) and allocated transfer risk reserve (2) ……………………...……..…………………….. 29. LESS: Excess AACL (1) …………………………………………………………………………………………………………………………………………… 30. LESS: Allocated transfer risk reserve…………………………………………………………………………………………………………………………… 31. Total risk - weighted assets (item 28 minus items 29 and 30)………………………………………………………………………………………………… 0 S581 18,737,000 B704 0 A222 0 3128 18,737,000 G641 26. 27. 28. 29. 30. 31. 1. Institutions that have elected to apply the 3 - year or the 5 - year 2020 CECL transition provision should subtract the applicable portion of the AACL transitional amount or the modified AACL transitional amount, respectively, from the AACL, as defined in the regulatory capital rule, before determining the amount of excess AACL. 2. Sum of items 2.b through 20, column S; items 9.a, 9.b, 9.c, 9.d, and 10, columns T and U; item 25, columns C through Q; and item 27 (if applicable). 06/2012

06/2012 DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 77 of 85 RC - 62 Schedule RC - R — Continued Part II — Continued Memoranda Dollar Amounts in Thousands 1. Current credit exposure across all derivative contracts covered by the regulatory capital rules……………………………………… Amount RCON 434,000 … G64 2 M.1. With a remaining maturity of Dollar Amounts in Thousands (Column C) Over five years (Column B) Over one year through five years (Column A) One year or less Amount RCON Amount RCON Amount RCON 2. Notional principal amounts of over - the - counter derivative contracts: a. Interest rate…………………………………………………………………… b. Foreign exchange rate and gold…………………………………………… c. Credit (investment grade reference asset)………………………………… d. Credit (non - investment grade reference asset)…………………………… e. Equity………………………………………………………………………… f. Precious metals (except gold)……………………………………………… g. Other………………………………………………………………………… 3. Notional principal amounts of centrally cleared derivative contracts: a. Interest rate…………………………………………………………………… b. Foreign exchange rate and gold…………………………………………… c. Credit (investment grade reference asset)………………………………… d. Credit (non - investment grade reference asset)…………………………… e. Equity………………………………………………………………………… f. Precious metals (except gold)……………………………………………… g. Other………………………………………………………………………… 5,129,000 S584 124,000 S583 122,000 S582 0 S587 0 S586 0 S585 0 S590 0 S589 0 S588 0 S593 0 S592 0 S591 0 S596 0 S595 0 S594 0 S599 0 S598 0 S597 0 S602 0 S601 0 S600 3,767,000 S605 13,487,000 S604 8,078,000 S603 0 S608 0 S607 0 S606 0 S611 0 S610 0 S609 0 S614 0 S613 0 S612 0 S617 0 S616 0 S615 0 S620 0 S619 0 S618 0 S623 0 S622 0 S621 M.2.a. M.2.b. M.2.c. M.2.d. M.2.e. M.2.f. M.2.g. M.3.a. M.3.b. M.3.c. M.3.d. M.3.e. M.3.f. M.3.g. Dollar Amounts in Thousands 4. Amount of allowances for credit losses on purchased credit - deteriorated assets: a. Loans and leases held for investment................................................................................................................... ... ..................... b. Held - to - maturity debt securities................................................................................................................... ... ............................... M.4.a. M.4.b. M.4.c. c. Other financial assets measured at amortized cost....................................................................................................................... Amount RCON 0 JJ30 0 JJ31 0 JJ32

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 78 of 85 RC - 63 Schedule RC - S — Servicing, Securitization, and Asset Sale Activities (Column G) All Other Loans, All Leases, and All Other Assets (Column B to Column F) Not applicable (Column A) 1 – 4 Family Residential Loans Dollar Amounts in Thousands Amount RCON Amount RCON Amount RCON Bank Securitization Activities 1. Outstanding principal balance of assets sold and securitized by the reporting bank with servicing retained or with recourse or other seller - provided credit enhancements ................................................................................. 2. Maximum amount of credit exposure arising from recourse or other seller - provided credit enhance - ments provided to structures reported in item 1…………………………… 3. Not applicable 4. Past due loan amounts included in item 1: a. 30 – 89 days past due ........................................................................... b. 90 days or more past due..................................................................... 5. Charge - offs and recoveries on assets sold and securitized with servicing retained or with recourse or other seller - provided credit enhancements (calendar year - to - date): a. Charge - offs .......................................................................................... b. Recoveries ........................................................................................... Item 6 is to be completed by banks with $10 billion or more in total assets. (1) 6. Total amount of ownership (or seller’s) interest carried as securities or loans………………………………………………… 7. and 8. Not applicable For Securitization Facilities Sponsored By or Otherwise Established By Other Institutions 9. Maximum amount of credit exposure arising from credit enhancements provided by the reporting bank to other institutions’ securitization structures in the form of standby letters of credit, purchased subordinated securities, and other enhancements..................................... Item 10 is to be completed by banks with $10 billion or more in total assets (1) 10. Reporting bank’s unused commitments to provide liquidity to other institutions’ securitization structures ................................ Bank Asset Sales 11. Assets sold with recourse or other seller - provided credit enhancements and not securitized by the reporting bank............................................................................................. 12. Maximum amount of credit exposure arising from recourse or other seller - provided credit enhance - ments provided to assets reported in item 11............................................. 0 B711 0 B705 0 HU15 0 HU09 0 B739 0 B733 0 B746 0 B740 RIAD RIAD 0 B753 0 B747 0 B760 0 B754 RCON 0 HU19 RCON 0 B782 0 B776 0 B789 0 B783 0 B796 0 B790 0 B803 0 B797 1. 2. 4.a. 4.b. 5.a. 5.b. 6. 9. 10. 11. 12. 1. The $10 billion asset - size test is based on the total assets reported on the June 30, 2023 , Report of Condition. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 79 of 85 RC - 64 Schedule RC - S — Continued Memoranda Dollar Amounts in Thousands 1. Not applicable 2. Outstanding principal balance of assets serviced for others (includes participations serviced for others): a. Closed - end 1 – 4 family residential mortgages serviced with recourse or other servicer - provided credit enhancement.......................................................................................................... b. Closed - end 1 – 4 family residential mortgages serviced with no recourse or other servicer - provided credit enhancement.......................................................................................................... M.2.a. M.2.b. M.2.c. c. Other financial assets (includes home equity lines) (1) .................................................................................. d. 1 – 4 family residential mortgages serviced for others that are in process of foreclosure at quarter - end (includes closed - end and open - end loans)................................................................................ M.2.d. Memorandum item 3 is to be completed by banks with $10 billion or more in total assets. (2) 3. Asset - backed commercial paper conduits: a. Maximum amount of credit exposure arising from credit enhancements provided to conduit structures in the form of standby letters of credit, subordinated securities, and other enhancements: (1) Conduits sponsored by the bank, a bank affiliate, or the bank’s holding company................................. M.3.a.(1) M.3.a.(2) (2) Conduits sponsored by other unrelated institutions................................................................................. b. Unused commitments to provide liquidity to conduit structures: (1) Conduits sponsored by the bank, a bank affiliate, or the bank’s holding company................................. M.3.b.(1) M.3.b.(2) (2) Conduits sponsored by other unrelated institutions................................................................................. 4. Outstanding credit card fees and finance charges included in Schedule RC - S, item 1, column G (2), (3) ............................................................................................................................. ... .................. Amount RCON 0 B804 0 B805 0 A591 0 F699 0 B806 0 B807 0 B808 0 B809 0 C407 M.4. 1. Memorandum item 2.c is to be completed if the principal balance of other financial assets serviced for others is more than $10 million. 2. The $10 billion asset - size test is based on the total assets reported on the June 30, 2023 , Report of Condition. 3. Memorandum item 4 is to be completed by banks with $10 billion or more in total assets that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date, or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes. 06/2012

06/2012 DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 80 of 85 RC - 65 Schedule RC - T — Fiduciary and Related Services 1. Does the institution have fiduciary powers? (If “NO,” do not complete Schedule RC - T.).............................. 2. Does the institution exercise the fiduciary powers it has been granted?....................................................... 3. Does the institution have any fiduciary or related activity (in the form of assets or accounts) to report 1. 2. in this schedule? (If “NO,” do not complete the rest of Schedule RC - T.)....................................................... No Yes RCON x A345 x A346 x B867 3. If the answer to item 3 is “YES,” complete the applicable items of Schedule RC - T, as follows: Institutions with total fiduciary assets (item 10, sum of columns A and B) greater than $250 million (as of the preceding December 31 report date) or with gross fiduciary and related services income greater than 10 percent of revenue (net interest income plus noninterest income) for the preceding calendar year must complete: • Items 4 through 22 and Memorandum item 3 quarterly, • Items 23 through 26 annually with the December report, and • Memorandum items 1, 2, and 4 annually with the December report. Institutions with total fiduciary assets (item 10, sum of columns A and B) less than or equal to $250 million (as of the preceding December 31 report date) that do not meet the fiduciary income test for quarterly reporting must complete: • Items 4 through 13 annually with the December report, and • Memorandum items 1 through 3 annually with the December report. • Institutions with total fiduciary assets greater than $100 million but less than or equal to $250 million (as of the preceding December 31 report date) that do not meet the fiduciary income test for quarterly reporting must also complete Memorandum item 4 annually with the December report. (Column D) Number of Non - Managed Accounts (Column C) Number of Managed Accounts (Column B) Non - Managed Assets (Column A) Managed Assets Dollar Amounts in Thousands Number Number Amount Amount RCON B871 RCON B870 RCON B869 RCON B868 Fiduciary and Related Assets 4. Personal trust and agency accounts...................... 5. Employee benefit and retirement - related trust and agency accounts: a. Employee benefit — defined contribution........................................................ b. Employee benefit — defined benefit................................................................ c. Other employee benefit and retirement - related accounts................................................ 6. Corporate trust and agency accounts.................... 7. Investment management and investment advisory agency accounts..................................... 8. Foundation and endowment trust and agency accounts.................................................... 9. Other fiduciary accounts........................................ 10. Total fiduciary accounts (sum of items 4 through 9)..................................... 2 2 5,000 0 RCON B875 RCON B874 RCON B873 RCON B872 0 2 0 10,000 RCON B879 RCON B878 RCON B877 RCON B876 0 3 0 9,000 RCON B883 RCON B882 RCON B881 RCON B880 1 118 0 137,000 RCON C002 RCON C001 RCON B885 RCON B884 17,606 0 74,590,000 0 RCON J254 RCON B888 RCON J253 RCON B886 28 2,647 64,000 13,960,000 RCON J258 RCON J257 RCON J256 RCON J255 0 39 0 637,000 RCON B893 RCON B892 RCON B891 RCON B890 0 0 0 0 RCON B897 RCON B896 RCON B895 RCON B894 17,637 2,811 74,659,000 14,753,000 4. 5.a. 5.b. 5.c. 6. 7. 8. 9. 10.

M.1.k. 06/2012 DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 81 of 85 RC - 66 Schedule RC - T — Continued (Column D) Number of Non - Managed Accounts (Column C) Number of Managed Accounts (Column B) Non - Managed Assets (Column A) Managed Assets Dollar Amounts in Thousands Number Number Amount Amount RCON B899 RCON B898 11. Custody and safekeeping accounts........... 12. Not applicable 13. Individual Retirement Accounts, Health Savings Accounts, and other similar ac - counts (included in items 5.c and 11)......... 3,258 27,705,000 RCON J262 RCON J261 RCON J260 RCON J259 473 116 405,000 133,000 11. 13. Amount RIAD Dollar Amounts in Thousands Fiduciary and Related Services Income 14. Personal trust and agency accounts....................................................................................................... 15. Employee benefit and retirement - related trust and agency accounts: a. Employee benefit — defined contribution.............................................................................................. b. Employee benefit — defined benefit..................................................................................................... c. Other employee benefit and retirement - related accounts................................................................... 16. Corporate trust and agency accounts...................................................................................................... 17. Investment management and investment advisory agency accounts..................................................... 18. Foundation and endowment trust and agency accounts......................................................................... 19. Other fiduciary accounts..................................................................................................................... ... .. 20. Custody and safekeeping accounts......................................................................................................... 21. Other fiduciary and related services income........................................................................................... 22. Total gross fiduciary and related services income (sum of items 14 through 21) (must equal Schedule RI, item 5.a)......................................................................................................... 23. Less: Expenses..................................................................................................................... ... ............... 24. Less: Net losses from fiduciary and related services.............................................................................. 25. Plus: Intracompany income credits for fiduciary and related services..................................................... 26. Net fiduciary and related services income............................................................................................... 0 B904 0 B905 0 B906 0 B907 58,000 A479 6,000 J315 1,000 J316 0 A480 2,000 B909 0 B910 67,000 4070 NA C058 0 A488 0 B911 67,000 A491 14. 15.a. 15.b. 15.c. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. (Column C) All Other Accounts (Column B) Employee Benefit and Retirement - Related Trust and Agency Accounts (Column A) Personal Trust and Agency and Investment Management Agency Accounts Memoranda Dollar Amounts in Thousands Amount RCON Amount RCON Amount RCON 1. Managed assets held in fiduciary accounts: a. Noninterest - bearing deposits........................................ b. Interest - bearing deposits............................................... c. U.S. Treasury and U.S. Government agency obligations........................................................ d. State, county, and municipal obligations....................... e. Money market mutual funds.......................................... f. Equity mutual funds....................................................... g. Other mutual funds........................................................ h. Common trust funds and collective investment funds........................................................... i. Other short - term obligations.......................................... j. Other notes and bonds.................................................. k. Investments in unregistered funds and private equity investments........................................................ NA J265 NA J264 NA J263 NA J268 NA J267 NA J266 NA J271 NA J270 NA J269 NA J274 NA J273 NA J272 NA J277 NA J276 NA J275 NA J280 NA J279 NA J278 NA J283 NA J282 NA J281 NA J286 NA J285 NA J284 NA J289 NA J288 NA J287 NA J292 NA J291 NA J290 NA J295 NA J294 NA J293 M.1.a. M.1.b. M.1.c. M.1.d. M.1.e. M.1.f. M.1.g. M.1.h. M.1.i. M.1.j.

06/2012 DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 82 of 85 RC - 67 Schedule RC - T — Continued Memoranda — Continued (Column C) All Other Accounts (Column B) Employee Benefit and Retirement - Related Trust and Agency Accounts (Column A) Personal Trust and Agency and Investment Management Agency Accounts Dollar Amounts in Thousands Amount RCON Amount RCON Amount RCON NA J298 NA J297 NA J296 1. l. Other common and preferred stocks…………………… m. Real estate mortgages…….……………………….…… n. Real estate……………………………………………… o. Miscellaneous assets…………………………………… p. Total managed assets held in fiduciary accounts (for each column, sum of Memorandum items 1.a through 1.o)........................... NA J301 NA J300 NA J299 NA J304 NA J303 NA J302 NA J307 NA J306 NA J305 NA J310 NA J309 NA J308 M.1.l. M.1.m. M.1.n. M.1.o. M.1.p. (Column B) Number of Managed Accounts (Column A) Managed Assets Dollar Amounts in Thousands Number RCON Amount RCON 1. q. Investments of managed fiduciary accounts in advised or sponsored mutual funds…………………………………………………………… NA J312 NA J311 M.1.q. (Column B) Principal Amount Outstanding (Column A) Number of Issues Dollar Amounts in Thousands Amount Number RCON RCON B928 2. Corporate trust and agency accounts: a. Corporate and municipal trusteeships…………………………………………… (1) Issues reported in Memorandum item 2.a that are in default....................... b. Transfer agent, registrar, paying agent, and other corporate agency………… 0 NA B927 RCON J314 NA NA J313 NA B929 M.2.a. M.2.a.(1) M.2.b. Memorandum items 3.a through 3.h are to be completed by banks with collective investment funds and common trust funds with a total market value of $1 billion or more as of the preceding December 31 report date. Memorandum item 3.h only is to be completed by banks with collective investment funds and common trust funds with a total market value of less than $1 billion as of the preceding December 31 report date. (Column B) Market Value of Fund Assets (Column A) Number of Funds Dollar Amounts in Thousands Amount RCON Number RCON 3. Collective investment funds and common trust funds a. Domestic equity……………………………………………………………………… b. International/Global equity………………………………………………………… c. Stock/Bond blend…………………………………………………………………… d. Taxable bond………………………………………………………………………… e. Municipal bond……………………………………………………………………… f. Short - term investments/Money market…………………………………………… g. Specialty/Other………………………………………………………………………. h. Total collective investment funds (sum of Memorandum items 3.a through 3.g)…………………………………… 420,000 B932 3 B931 176,000 B934 1 B933 0 B936 0 B935 96,000 B938 1 B937 174,000 B940 1 B939 0 B942 0 B941 0 B944 0 B943 866,000 B946 6 B945 M.3.a. M.3.b. M.3.c. M.3.d. M.3.e. M.3.f. M.3.g. M.3.h.

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 83 of 85 RC - 68 Schedule RC - T — Continued Memoranda — Continued (Column C) Recoveries (Column B) Gross Losses Non - Managed Accounts (Column A) Gross Losses Managed Accounts Dollar Amounts in Thousands Amount RIAD Amount RIAD Amount RIAD 4. Fiduciary settlements, surcharges, and other losses: a. Personal trust and agency accounts……………………….…… b. Employee benefit and retirement - related trust and accounts……………..…………..…………..…………..………… c. Investment management and investment advisory agency accounts……………..…………..…………..…………..………… d. Other fiduciary accounts and related services………………… e. Total fiduciary settlements, surcharges, and other losses (sum of Memorandum items 4.a through 4.d) (sum of columns A and B minus column C must equal Schedule RC - T, item 24)……………………………………..… NA B949 NA B948 NA B947 NA B952 NA B951 NA B950 NA B955 NA B954 NA B953 NA B958 NA B957 NA B956 NA B961 NA B960 NA B959 M.4.a. M.4.b. M.4.c. M.4.d. M.4.e. Person to whom questions about Schedule RC - T — Fiduciary and Related Services should be directed: Scott Iacono, Director Name and Title (TEXT B962) Scott.Iacono@db.com E - mail Address (TEXT B926) 212 - 250 - 8948 Area Code / Phone Number / Extension (TEXT B963) 212 - 797 - 0541 Area Code / FAX Number (TEXT B964) 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 84 of 85 RC - 69 Schedule RC - V — Variable Interest Entities (1) (Column B) Other VIEs (Column A) Securitization Vehicles Dollar Amounts in Thousands Amount RCON Amount RCON 1. Assets of consolidated variable interest entities (VIEs) that can be used only to settle obligations of the consolidated VIEs: a. Cash and balances due from depository institutions ......................................... b. Securities not held for trading ............................................................................ c. Loans and leases held for investment, net of allowance, and held for sale…… d. Other real estate owned………………..………..………...................................... e. Other assets ....................................................................................................... 2. Liabilities of consolidated VIEs for which creditors do not have recourse to the general credit of the reporting bank: a. Other borrowed money ...................................................................................... b. Other liabilities ................................................................................................... 3. All other assets of consolidated VIEs (not included in items 1.a through 1.e above) ....................................................... 4. All other liabilities of consolidated VIEs (not included in items 2.a and 2.b above) .............................................................. 0 JF84 0 J981 0 HU21 0 HU20 0 HU23 0 HU22 0 JF89 0 K009 0 JF90 0 JF91 0 JF85 0 JF92 0 JF86 0 JF93 0 JF87 0 K030 0 JF88 0 K033 1.a. 1.b. 1.c. 1.d. 1.e. 2.a. 2.b. 3. 4. Dollar Amounts in Thousands RCON Amount JF77 0 5. Total assets of asset - backed commercial paper (ABCP) conduit VIEs....................................................... 6. Total liabilities of ABCP conduit VIEs.......................................................................................................... 5. 6. JF78 0 1. Institutions should report assets net of any applicable allowance for credit losses. 06/2012

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019 FFIEC 041 Page 85 of 85 RC - 70 Optional Narrative Statement Concerning the Amounts Reported in the Consolidated Reports of Condition and Income The management of the reporting bank may, if it wishes , submit a brief narrative statement on the amounts reported in the Consolidated Reports of Condition and Income . This optional statement will be made available to the public, along with the publicly available data in the Consolidated Reports of Condition and Income, in response to any request for individual bank report data . However, the information reported in Schedule RI - E, item . g ; Schedule RC - C, Part I, Memorandum items 17 . a and 17 . b ; Schedule RC - O, Memorandum items 6 through 9 , 14 , 15 , and 18 ; and Schedule RC - P, items 7 . a and 7 . b, is regarded as confidential and will not be made available to the public on an individual institution basis . BANKS CHOOSING TO SUBMIT THE NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT DOES NOT CONTAIN THE NAMES OR OTHER IDENTIFICATIONS OF INDIVIDUAL BANK CUSTOMERS, REFERENCES TO THE AMOUNTS REPORTED IN THE 750 characters, as defined, it will be truncated at 750 characters with no notice to the submitting bank and the truncated statement will appear as the bank’s statement both on agency computerized records and in computer - file releases to the public . All information furnished by the bank in the narrative statement must be accurate and not misleading . Appropriate efforts shall be taken by the submitting bank to ensure the statement’s accuracy . If, subsequent to the original submission, material changes are submitted for the data reported in the Consolidated Reports of Condition and Income, the existing narrative statement will be deleted from the files, and from disclosure ; the bank, at its option, may replace it with a statement appropriate to the amended data . CONFIDENTIAL ITEMS IDENTIFIED ABOVE, OR ANY OTHER INFORMATION THAT THEY ARE NOT WILLING TO HAVE MADE PUBLIC OR THAT WOULD COMPROMISE THE PRIVACY OF THEIR CUSTOMERS . Banks choosing not to make a statement may check the “No comment” box below and should make no entries of any kind in the space provided for the narrative statement ; i . e . , DO NOT enter in this space such phrases as “No statement,” “Not applicable,” “N/A,” “No comment,” and “None . ” The optional narrative statement will appear in agency records and in release to the public exactly as submitted (or amended as described in the preceding paragraph) by the management of the bank (except for the truncation of statements exceeding the 750 - character limit described above) . THE STATEMENT WILL NOT BE EDITED OR SCREENED IN ANY WAY BY THE SUPERVISORY AGENCIES FOR ACCURACY OR RELEVANCE . DISCLOSURE OF THE STATEMENT SHALL NOT SIGNIFY THAT ANY FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR CONFIRMED THE ACCURACY OF THE INFORMATION CONTAINED THEREIN . A STATEMENT TO THIS EFFECT WILL APPEAR ON ANY PUBLIC RELEASE OF THE OPTIONAL STATEMENT SUBMITTED BY THE MANAGEMENT OF THE REPORTING BANK . The optional statement must be entered on this sheet . The state - ment should not exceed 100 words . Further, regardless of the number of words, the statement must not exceed 750 characters, including punctuation, indentation, and standard spacing between words and sentences . If any submission should exceed Comments?.................................................................................................................... ... ................................................. No Yes RCON x 6979 BANK MANAGEMENT STATEMENT (please type or print clearly; 750 character limit): (TEXT 6980) 06/2012