EX-4.7



  

Exhibit 4.7 
 COLONY
STARWOOD HOMES 
 AND 

WILMINGTON TRUST, NATIONAL ASSOCIATION 

Trustee 
  

 

 
 Indenture

 Dated as of [●], 2016 
  

 

 
 Senior Debt
Securities 
  
  







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
		
	 ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	  	 	1	  
			
	 SECTION 101
	 	 Definitions
	  	 	1	  
	 SECTION 102
	 	 Compliance Certificates and Opinions
	  	 	6	  
	 SECTION 103
	 	 Form of Documents Delivered to Trustee
	  	 	7	  
	 SECTION 104
	 	 Acts of Holders
	  	 	7	  
	 SECTION 105
	 	 Notices, Etc. to Trustee and Company
	  	 	8	  
	 SECTION 106
	 	 Notice to Holders; Waiver
	  	 	8	  
	 SECTION 107
	 	 Effect of Headings and Table of Contents
	  	 	9	  
	 SECTION 108
	 	 Successors and Assigns
	  	 	9	  
	 SECTION 109
	 	 Separability Clause
	  	 	9	  
	 SECTION 110
	 	 Benefits of Indenture
	  	 	9	  
	 SECTION 111
	 	 Governing Law
	  	 	9	  
	 SECTION 112
	 	 Legal Holidays
	  	 	9	  
	 SECTION 113
	 	 Waiver of Jury Trial
	  	 	9	  
	 SECTION 114
	 	 Force Majeure
	  	 	9	  
		
	 ARTICLE TWO SECURITIES FORMS
	  	 	10	  
			
	 SECTION 201
	 	 Forms of Securities
	  	 	10	  
	 SECTION 202
	 	 Form of Trustee’s Certificate of Authentication
	  	 	10	  
	 SECTION 203
	 	 Securities Issuable in Global Form
	  	 	10	  
		
	 ARTICLE THREE THE SECURITIES
	  	 	11	  
			
	 SECTION 301
	 	 Amount Unlimited; Issuable in Series
	  	 	11	  
	 SECTION 302
	 	 Denominations
	  	 	13	  
	 SECTION 303
	 	 Execution, Authentication, Delivery and Dating
	  	 	13	  
	 SECTION 304
	 	 Temporary Securities
	  	 	14	  
	 SECTION 305
	 	 Registration, Registration of Transfer and Exchange
	  	 	15	  
	 SECTION 306
	 	 Mutilated, Destroyed, Lost and Stolen Securities
	  	 	16	  
	 SECTION 307
	 	 Payment of Interest; Interest Rights Preserved
	  	 	17	  
	 SECTION 308
	 	 Persons Deemed Owners
	  	 	18	  
	 SECTION 309
	 	 Cancellation
	  	 	18	  
	 SECTION 310
	 	 Computation of Interest
	  	 	18	  
	 SECTION 311
	 	 CUSIP Numbers
	  	 	18	  
		
	 ARTICLE FOUR SATISFACTION AND DISCHARGE
	  	 	19	  
			
	 SECTION 401
	 	 Satisfaction and Discharge of Indenture
	  	 	19	  
	 SECTION 402
	 	 Application of Trust Funds
	  	 	19	  
		
	 ARTICLE FIVE REMEDIES
	  	 	20	  
			
	 SECTION 501
	 	 Events of Default
	  	 	20	  
	 SECTION 502
	 	 Acceleration of Maturity; Rescission and Annulment
	  	 	21	  
	 SECTION 503
	 	 Collection of Indebtedness and Suits for Enforcement by Trustee
	  	 	22	  
	 SECTION 504
	 	 Trustee May File Proofs of Claim
	  	 	22	  
	 SECTION 505
	 	 Trustee May Enforce Claims Without Possession of Securities
	  	 	23	  
	 SECTION 506
	 	 Application of Money Collected
	  	 	23	  
	 SECTION 507
	 	 Limitation on Suits    
	  	 	23	  


  
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	 SECTION 508
	 	 Unconditional Right of Holders to Receive Principal, Premium, if any, Interest and Additional
Amounts
	  	 	24	  
	 SECTION 509
	 	 Restoration of Rights and Remedies
	  	 	24	  
	 SECTION 510
	 	 Rights and Remedies Cumulative
	  	 	24	  
	 SECTION 511
	 	 Delay or Omission Not Waiver
	  	 	24	  
	 SECTION 512
	 	 Control by Holders of Securities
	  	 	24	  
	 SECTION 513
	 	 Waiver of Past Defaults
	  	 	24	  
	 SECTION 514
	 	 Waiver of Usury, Stay or Extension Laws
	  	 	25	  
	 SECTION 515
	 	 Undertaking for Costs
	  	 	25	  
		
	 ARTICLE SIX THE TRUSTEE
	  	 	25	  
			
	 SECTION 601
	 	 Notice of Defaults
	  	 	25	  
	 SECTION 602
	 	 Certain Rights of Trustee
	  	 	25	  
	 SECTION 603
	 	 Not Responsible for Recitals or Issuance of Securities
	  	 	27	  
	 SECTION 604
	 	 May Hold Securities
	  	 	27	  
	 SECTION 605
	 	 Money Held in Trust
	  	 	27	  
	 SECTION 606
	 	 Compensation and Reimbursement
	  	 	27	  
	 SECTION 607
	 	 Corporate Trustee Required; Eligibility; Conflicting Interests
	  	 	28	  
	 SECTION 608
	 	 Resignation and Removal; Appointment of Successor
	  	 	28	  
	 SECTION 609
	 	 Acceptance of Appointment by Successor
	  	 	29	  
	 SECTION 610
	 	 Merger, Conversion, Consolidation or Succession to Business
	  	 	30	  
	 SECTION 611
	 	 Appointment of Authenticating Agent
	  	 	30	  
		
	 ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	  	 	31	  
			
	 SECTION 701
	 	 Disclosure of Names and Addresses of Holders
	  	 	31	  
	 SECTION 702
	 	 Reports by Trustee
	  	 	32	  
	 SECTION 703
	 	 Reports by Company
	  	 	32	  
	 SECTION 704
	 	 Company to Furnish Trustee Names and Addresses of Holders
	  	 	32	  
		
	 ARTICLE EIGHT CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE
	  	 	33	  
			
	 SECTION 801
	 	 Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to
Certain Conditions
	  	  
	 33
	   

	 SECTION 802
	 	 Rights and Duties of Successor Person
	  	 	33	  
	 SECTION 803
	 	 Officers’ Certificate and Opinion of Counsel
	  	 	33	  
		
	 ARTICLE NINE SUPPLEMENTAL INDENTURES
	  	 	33	  
			
	 SECTION 901
	 	 Supplemental Indentures Without Consent of Holders
	  	 	33	  
	 SECTION 902
	 	 Supplemental Indentures With Consent of Holders
	  	 	34	  
	 SECTION 903
	 	 Execution of Supplemental Indentures
	  	 	35	  
	 SECTION 904
	 	 Effect of Supplemental Indentures
	  	 	35	  
	 SECTION 905
	 	 Conformity With Trust Indenture Act
	  	 	35	  
	 SECTION 906
	 	 Reference in Securities to Supplemental Indentures
	  	 	35	  
		
	 ARTICLE TEN COVENANTS
	  	 	36	  
			
	 SECTION 1001
	 	 Payment of Principal, Premium, if any, Interest and Additional Amounts
	  	 	36	  
	 SECTION 1002
	 	 Maintenance of Office or Agency
	  	 	36	  
	 SECTION 1003
	 	 Money for Securities Payments to be Held in Trust
	  	 	36	  
	 SECTION 1004
	 	 Existence
	  	 	37	  
	 SECTION 1005
	 	 Maintenance of Properties
	  	 	37	  
	 SECTION 1006
	 	 Payment of Taxes and Other Claims
	  	 	37	  


  
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	 SECTION 1007
	 	 Statement as to Compliance
	  	 	38	  
	 SECTION 1008
	 	 Additional Amounts
	  	 	38	  
	 SECTION 1009
	 	 Waiver of Certain Covenants
	  	 	38	  
		
	 ARTICLE ELEVEN REDEMPTION OF SECURITIES
	  	 	38	  
			
	 SECTION 1101
	 	 Applicability of Article
	  	 	38	  
	 SECTION 1102
	 	 Election to Redeem; Notice to Trustee
	  	 	38	  
	 SECTION 1103
	 	 Selection by Trustee of Securities to be Redeemed
	  	 	38	  
	 SECTION 1104
	 	 Notice of Redemption
	  	 	39	  
	 SECTION 1105
	 	 Deposit of Redemption Price
	  	 	40	  
	 SECTION 1106
	 	 Securities Payable on Redemption Date
	  	 	40	  
	 SECTION 1107
	 	 Securities Redeemed in Part
	  	 	40	  
		
	 ARTICLE TWELVE SINKING FUNDS
	  	 	40	  
			
	 SECTION 1201
	 	 Applicability of Article
	  	 	40	  
	 SECTION 1202
	 	 Satisfaction of Sinking Fund Payments with Securities
	  	 	41	  
	 SECTION 1203
	 	 Redemption of Securities for Sinking Fund
	  	 	41	  
		
	 ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS
	  	 	41	  
			
	 SECTION 1301
	 	 Applicability of Article
	  	 	41	  
		
	 ARTICLE FOURTEEN DEFEASANCE AND COVENANT DEFEASANCE
	  	 	42	  
			
	 SECTION 1401
	 	 Applicability of Article; Company’s Option to Effect Defeasance or Covenant

Defeasance
	  	  
	 42
	   

	 SECTION 1402
	 	 Defeasance and Discharge
	  	 	42	  
	 SECTION 1403
	 	 Covenant Defeasance
	  	 	42	  
	 SECTION 1404
	 	 Conditions to Defeasance or Covenant Defeasance
	  	 	42	  
	 SECTION 1405
	 	 Deposited Money and Government Obligations to be Held in Trust; Other Miscellaneous
Provisions
	  	 	43	  
		
	 ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES
	  	 	44	  
			
	 SECTION 1501
	 	 Purposes for Which Meetings May be Called
	  	 	44	  
	 SECTION 1502
	 	 Call, Notice and Place of Meetings
	  	 	44	  
	 SECTION 1503
	 	 Persons Entitled to Vote at Meetings
	  	 	44	  
	 SECTION 1504
	 	 Quorum; Action
	  	 	45	  
	 SECTION 1505
	 	 Determination of Voting Rights; Conduct and Adjournment of Meetings
	  	 	45	  
	 SECTION 1506
	 	 Counting Votes and Recording Action of Meetings
	  	 	46	  
	 SECTION 1507
	 	 Calculations
	  	 	46	  
	 SECTION 1508
	 	 Patriot Act
	  	 	46	  


  
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 COLONY STARWOOD HOMES 

Reconciliation and tie between Trust Indenture Act of 1939 

(the “Trust Indenture Act”) and Indenture, dated as of [●], 2016 

 

			
	 Trust Indenture Act Section
	  	 Indenture Section

		
	Section 310 (a)(1)	  	607
	                    (a)(2)	  	607
	                    (b)	  	607, 608
	Section 312 (c)	  	701
	Section 313 (a)	  	702
	                    (c)	  	702
	Section 314 (a)	  	703
	                    (a)(4)	  	1007
	                    (c)(1)	  	102
	                    (c)(2)	  	102
	                    (e)	  	102
	Section 315 (b)	  	601
	Section 316 (a) (last sentence)	  	101 (“Outstanding”)
	                    (a)(1)(A)	  	502, 512
	                    (a)(1)(B)	  	513
	                    (b)	  	508
	Section 317 (a)(1)	  	503
	                    (a)(2)	  	504
	Section 318 (a)	  	111
	                    (c)	  	111

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

Attention should also be directed to Section 318(c) of the Trust Indenture Act, which provides that the provisions of Sections 310
to and including 317 of the Trust Indenture Act are a part of and govern every qualified indenture, whether or not physically contained therein. 

  
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 INDENTURE, dated as of [●], 2016, between COLONY STARWOOD HOMES, a Maryland real estate
investment trust (hereinafter called the “Company”), having its principal office at 8665 East Hartford Drive, Scottsdale, Arizona 85255, and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as Trustee hereunder
(hereinafter called the “Trustee”), having its Corporate Trust Office at 50 S. 6th Street, Suite 1290 Minneapolis, Minnesota 55402. 

RECITALS OF THE COMPANY 

The Company deems it necessary to issue from time to time for its lawful purposes senior debt securities (hereinafter called the
“Securities”) evidencing its unsecured and unsubordinated indebtedness, and has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of the Securities, unlimited as to principal amount,
to bear interest at the rates or formulas, to mature at such times and to have such other provisions as shall be fixed as hereinafter provided. 

This Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are deemed to be incorporated into this
Indenture and shall, to the extent applicable, be governed by such provisions. 
 All things necessary to make this Indenture a valid and
legally binding agreement of the Company, in accordance with its terms, have been done. 
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 

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

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 

SECTION 101 Definitions. For all purposes of this Indenture, except as otherwise expressly provided or unless the context
otherwise requires: 
 (1) the terms defined in this Article have the meanings assigned to them in this Article, and include
the plural as well as the singular; 
 (2) all other terms used herein which are defined in the TIA, either directly or by
reference therein, have the meanings assigned to them therein, and the terms “cash transaction” and “self-liquidating paper”, as used in TIA Section 311, shall have the meanings assigned to them in the rules of the
Commission adopted under the TIA; 
 (3) all accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with generally accepted accounting principles; and 
 (4) the words “herein”, “hereof” and
“hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. 

Certain terms used principally in Article Three, Article Five, Article Six and Article Ten are defined in those Articles. 

“Act”, when used with respect to any Holder, has the meaning specified in Section 104. 

“Additional Amounts” means any additional amounts which are required by a Security or by or pursuant to a Board Resolution,
under circumstances specified therein, to be paid by the Company in respect of certain taxes imposed on certain Holders and which are owing to such Holders. 







 “Affiliate” of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the
foregoing. 
 “Authenticating Agent” means any authenticating agent appointed by the Trustee pursuant to Section 611.

 “Authorized Newspaper” means a newspaper, printed in the English language or in an official language of the country of
publication, customarily published on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in each place in connection with which the term is used or in the financial community of each such
place. Whenever successive publications are required to be made in Authorized Newspapers, the successive publications may be made in the same or in different Authorized Newspapers in the same city meeting the foregoing requirements and in each
case on any Business Day. 
 “Bankruptcy Law” has the meaning specified in Section 501. 

“Board of Trustees” means the board of trustee of the Company, or any committee of that board duly authorized to act
hereunder. 
 “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the
Company to have been duly adopted by the Board of Trustees and to be in full force and effect on the date of such certification, and delivered to the Trustee. 

“Business Day”, when used with respect to any Place of Payment or any other particular location referred to in this Indenture
or in the Securities, means, unless otherwise specified with respect to any Securities pursuant to Section 301, any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in that Place of
Payment or particular location are authorized or required by law, regulation or executive order to close. 
 “Commission”
means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or, if at any time after execution of this instrument such Commission is
not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date. 

“Common Shares” means, with respect to any Person, shares of beneficial interest or capital stock issued by such Person other
than Preferred Shares. 
 “Company” means the Person named as the “Company” in the first paragraph of this
Indenture until a successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor corporation. 

“Company Request” and “Company Order” mean, respectively, a written request or order signed in the name of
the Company by both a Chairman of the Board, the President or a Vice President, and by its Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee. 

“Conversion Event” means the cessation of use of (i) a Foreign Currency both by the government of the country which
issued such currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community or (ii) any currency unit or composite currency for the purposes for which it was
established. 
 “Corporate Trust Office” means the office of the Trustee at which, at any particular time, its corporate
trust business shall be administered, which office at the date hereof is located at 50 South 6th Street, Suite 1290 Minneapolis, Minnesota 55402; Attn: Colony Starwood Homes Administrator. 

  
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 “corporation” includes corporations, associations, companies and business
trusts.
 “Custodian” has the meaning specified in Section 501. 

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

“Depository” means, with respect to any Security issuable or issued in the form of one or more global Securities, the Person
designated as depository by the Company in or pursuant to this Indenture, and, unless otherwise provided with respect to any Security, any successor to such Person. If at any time there is more than one such Person, “Depository” shall
mean, with respect to any Securities, the depository which has been appointed with respect to such Securities. 
 “Dollar”
or “$” means a dollar or other equivalent unit in such coin or currency of the United States of America as at the time shall be legal tender for the payment of public and private debts. 

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

“Foreign Currency” means any currency, currency unit or composite currency issued by the government of one or more countries
other than the United States of America or by any recognized confederation or association of such governments. 
 “Government
Obligations” means securities which are (i) direct obligations of the United States of America or the other government or governments in the confederation which issued the Foreign Currency in which the principal of or any premium or
interest on the relevant Security or any Additional Amounts in respect thereof shall be payable, in each case where the payment or payments thereunder are supported by the full faith and credit of such government or governments or (ii) obligations
of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America or such other government or governments, in each case where the timely payment or payments thereunder are unconditionally guaranteed
as a full faith and credit obligation by the United States of America or such other government or governments, and which, in the case of (i) or (ii), are not callable or redeemable at the option of the issuer or issuers thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of or other amount with respect to any such Government Obligation held by
such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount
received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal of or other amount with respect to the Government Obligation evidenced by such depository receipt. 

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

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

“Indexed Security” means a Security the terms of which provide that the principal amount thereof payable at Stated Maturity
may be more or less than the principal face amount thereof at original issuance. 

  
 3 








 “interest”, when used with respect to an Original Issue Discount Security which
by its terms bears interest only after Maturity, shall mean interest payable after Maturity, and, when used with respect to a Security which provides for the payment of Additional Amounts pursuant to Section 1008, includes such Additional Amounts.

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

“Officers’ Certificate” means a certificate signed by both a Chairman of the Board of Trustees, the President or a Vice
President (whether or not designated by a number or a word or words added before or after the title “vice president”) and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered to
the Trustee. 
 “Opinion of Counsel” means a written opinion, satisfactory to the Trustee, of counsel, who may be counsel
for the Company or who may be an employee of or other counsel for the Company. 
 “Original Issue Discount Security” means
any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502. 

“Outstanding”, when used with respect to Securities, means, as of the date of determination, all Securities theretofore
authenticated and delivered under this Indenture, EXCEPT: 
 (i) Securities theretofore cancelled by the Trustee or delivered
to the Trustee for cancellation; 
 (ii) Securities, or portions thereof, for whose payment or redemption or repayment at the
option of the Holder money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying
Agent) for the Holders of such Securities, provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; 

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

(v) Securities converted into Common Shares or Preferred Shares pursuant to or in accordance with this Indenture if the terms
of such Securities provide for convertibility pursuant to Section 301; 
 provided, however, that in determining whether the Holders of
the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of an Original Issue Discount Security that may be counted in making such determination or calculation and that shall be deemed to be Outstanding for such purpose shall be
equal to the amount of principal thereof that would be (or shall have been declared to be) due and payable, at the time of such determination, upon a declaration of acceleration of the maturity thereof pursuant to Section 502, (ii) the
principal 

  
 4 








 
amount of any Security denominated in a Foreign Currency that may be counted in making such determination or calculation and that shall be deemed Outstanding for such purpose shall be equal to
the Dollar equivalent, determined pursuant to Section 301 as of the date such Security is originally issued by the Company, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent as of such date
of original issuance of the amount determined as provided in clause (i) above) of such Security, (iii) the principal amount of any Indexed Security that may be counted in making such determination or calculation and that shall be deemed
outstanding for such purpose shall be equal to the principal face amount of such Indexed Security at original issuance, unless otherwise provided with respect to such Security pursuant to Section 301, and (iv) Securities owned by the
Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making such
calculation or in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such other obligor. 
 “Paying Agent” means any
Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Securities. 
 “Person”
means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. 

“Place of Payment”, when used with respect to the Securities of or within any series, means the place or places where the
principal of (and premium, if any) and interest on such Securities are payable as specified as contemplated by Sections 301 and 1002. 

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt
as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security. 
 “Preferred Shares” means, with respect to
any Person, capital stock issued by such Person that is entitled to a preference or priority over any other shares of beneficial interest or other capital stock issued by such Person upon any distribution of such Person’s assets, whether by
dividend or upon liquidation. 
 “Redemption Date”, when used with respect to any Security to be redeemed, in whole or in
part, means the date fixed for such redemption by or pursuant to this Indenture. 
 “Redemption Price”, when used with
respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture. 
 “Regular Record
Date” for the interest payable on any Interest Payment Date on the Securities of or within any series means the date specified for that purpose as contemplated by Section 301, whether or not a Business Day. 

“Repayment Date” means, when used with respect to any Security to be repaid at the option of the Holder, the date fixed for
such repayment by or pursuant to this Indenture. 
 “Responsible Officer”, when used with respect to the Trustee, means any
vice president (whether or not designated by a number or a word or words added before or after the title “vice president”), any trust officer or assistant trust officer, or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and, in each case, who shall have direct responsibility for the administration of this Indenture. 

  
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 “Security” has the meaning stated in the first recital of this Indenture and,
more particularly, means any Security or Securities authenticated and delivered under this Indenture; provided, however, that, if at any time there is more than one Person acting as Trustee under this Indenture, “Securities”
with respect to the Indenture as to which such Person is Trustee shall have the meaning stated in the first recital of this Indenture and shall more particularly mean Securities authenticated and delivered under this Indenture, exclusive, however,
of Securities of any series as to which such Person is not Trustee. 
 “Security Register” and “Security
Registrar” have the respective meanings specified in Section 305. 
 “Significant Subsidiary” means any
Subsidiary which is a “significant subsidiary” (as defined in Article I, Rule 1-02 of Regulation S-X, promulgated under the Securities Act of 1933) of the Company. 

“Special Record Date” for the payment of any Defaulted Interest on the Securities of or within any series means a date fixed
by the Trustee pursuant to Section 307. 
 “Stated Maturity”, when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. 

“Subsidiary” means a corporation, a majority of the outstanding voting stock of which is owned, directly or indirectly, by
the Company or by one or more other Subsidiaries of the Company. For the purposes of this definition, “voting stock” means stock having voting power for the election of trustees, whether at all times or only so long as no senior class
of stock has such voting power by reason of any contingency. 
 “Trust Indenture Act” or “TIA” means the
Trust Indenture Act of 1939, as amended and as in force at the date as of which this Indenture was executed, except as provided in Section 905; provided, however, that in the event the Trust Indenture Act of 1939 is amended after
such date, “Trust Indenture Act” or “TIA” means, to the extent required by such amendment, the Trust Indenture Act of 1939 as so amended, including any regulations promulgated thereunder. 

“Trustee” means the Person acting in its capacity as the “Trustee” in the first paragraph of this Indenture until a
successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder; provided, however, that if at any
time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean only the Trustee with respect to Securities of that series. 

“United States” means, unless otherwise specified with respect to any Securities pursuant to Section 301, the United
States of America (including the states and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction. 

“United States Person” means, unless otherwise specified with respect to any Securities pursuant to Section 301, an
individual who is a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States or an estate or trust the income of which is subject to United States federal
income taxation regardless of its source. 
 SECTION 102 Compliance Certificates and Opinions. Upon any application or request by the
Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with. 

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (including certificates
delivered pursuant to Section 1007) shall include: 
 (1) a statement that each individual signing such certificate or
opinion has read such condition or covenant and the definitions herein relating thereto; 

  
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 (2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such certificate or opinion are based; 
 (3) a statement
that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been satisfied or complied with; and 

(4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been satisfied or
complied with. 
 SECTION 103 Form of Documents Delivered to Trustee. In any case where several matters are required to be
certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion as to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 

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

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

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a
witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where
such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or
the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. 

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

(d) If the Company shall solicit from the Holders of Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company may, at its option, in or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or
other Act, but the Company shall have no obligation to do so. Notwithstanding TIA Section 316(c), such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days
prior to the first solicitation of Holders generally in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other
Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding
Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date; provided that
no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. 

(e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall
bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee,
any Security Registrar, any Paying Agent, any Authenticating Agent or the Company in reliance thereon, whether or not notation of such action is made upon such Security. 

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

(1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Colony Starwood Homes Administrator, or 

(2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first class postage prepaid, or electronically to the Company addressed to it at the address of its principal office specified in the first paragraph of this Indenture or at any other address previously
furnished in writing to the Trustee by the Company or via email to [●]. 
 SECTION 106 Notice to Holders; Waiver. Where this
Indenture provides for notice of any event to Holders of Securities by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and delivered to each such Holder affected by such
event, at his address as it may appear in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders of Securities is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Any notice mailed to a Holder in the manner herein prescribed shall
be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice. 
 Notwithstanding
any other provision of this Indenture or any Security, where this Indenture or any Security provides for notice of any event (including any notice of redemption) to a Holder of a global Security (whether by mail or otherwise), such notice shall be
sufficiently given to the Depository for such Security (or its designee) pursuant to the customary procedures of such Depository. If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause it shall be
impracticable to give such notice by mail, then such notification to Holders as shall be made with the approval of the Trustee shall constitute a sufficient notification to such Holders for every purpose hereunder. 

  
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 Any request, demand, authorization, direction, notice, consent or waiver required or permitted
under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. 

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver. 
 SECTION 107 Effect of Headings and Table of Contents. The Article and Section headings herein and
the Table of Contents are for convenience only and shall not affect the construction hereof. 
 SECTION 108 Successors and
Assigns. All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 

SECTION 109 Separability Clause. In case any provision in this Indenture or in any Security shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

SECTION 110 Benefits of Indenture. Nothing in this Indenture or in the Securities, express or implied, shall give to any Person,
other than the parties hereto, any Security Registrar, any Paying Agent, any Authenticating Agent and their successors hereunder and the Holders any benefit or any legal or equitable right, remedy or claim under this Indenture. 

SECTION 111 Governing Law. This Indenture and the Securities shall be governed by and construed in accordance with the law of the
State of New York without regard to conflicts of law principles of such State other than New York General Obligations Law Section 5-1401. This Indenture is subject to the provisions of the TIA that are required to be part of this Indenture and
shall, to the extent applicable, be governed by such provisions. 
 SECTION 112 Legal Holidays. In any case where any Interest
Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or any Security
other than a provision in the Securities of any series which specifically states that such provision shall apply in lieu hereof), payment of interest or any Additional Amounts or principal (and premium, if any) need not be made at such Place of
Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date, Redemption Date, Repayment Date or sinking fund payment date, or at the Stated
Maturity or Maturity, provided that no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or Maturity, as the
case may be. 
 SECTION 113 Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY. 

SECTION 114 Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of
its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes or other labor disputes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which
are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. 

  
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 ARTICLE TWO 

SECURITIES FORMS 
 SECTION
201 Forms of Securities. The Securities of each series shall be in substantially the forms as shall be established in one or more indentures supplemental hereto or approved from time to time by or pursuant to a Board Resolution in
accordance with Section 301, shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other
marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any
rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Securities may be listed, or to conform to usage. 

The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved
border or steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. 

SECTION 202 Form of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee’s
certificate of authentication shall be in substantially the following form: 
 This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture. 
  

			
		 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
		 
		
	By:	 	  

		 	Authorized Officer
		
	Dated:	 	  



 SECTION 203 Securities Issuable in Global Form. If Securities of or within a series are
issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such
series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series
represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented
thereby shall be made by the Trustee in such manner and upon instructions given in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304.

The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security
was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with a Company Order with regard to the reduction in the principal amount of Securities represented thereby, together with the
written statement contemplated by the last sentence of Section 303. 
 Notwithstanding the provisions of Section 307, unless
otherwise specified as contemplated by Section 301, payment of principal of and any premium and interest on any Security in global form shall be made to the Person or Persons specified therein. 

Notwithstanding the provisions of Section 308, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the
Holder of such principal amount of Outstanding Securities represented by a global Security the registered Holder of such global Security in registered form. 

  
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 ARTICLE THREE 

THE SECURITIES 
 SECTION
301 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. 

The Securities may be issued in one or more series. There shall be established in one or more Board Resolutions or pursuant to authority
granted by one or more Board Resolutions and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series, any or all of the following, as applicable (each of which (except for the matters set forth in clauses (1), (2) and (15) below), if so provided, may be determined from time to time by the Company with respect to
unissued Securities of the series when issued from time to time): 
 (1) the title of the Securities of the series (which
shall distinguish the Securities of such series from all other series of Securities); 
 (2) any limit upon the aggregate
principal amount of the Securities of the series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of
the series pursuant to Section 304, 305, 306, 906 or 1107 or upon repayment in part of any Security of such series pursuant to Article Thirteen); 

(3) the date or dates, or the method by which such date or dates will be determined, on which the principal of the Securities
of the series shall be payable; 
 (4) the rate or rates at which the Securities of the series shall bear interest, if any,
or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrue or the method by which such date or dates shall be determined, the Interest Payment Dates on which such interest will be payable
and the Regular Record Date, if any, for the interest payable on any Security on any Interest Payment Date, or the method by which such date shall be determined, and the basis upon which interest shall be calculated if other than that of a 360-day
year of twelve 30-day months; 
 (5) the place or places, if any, other than or in addition to the Corporate Trust Office,
where the principal of (and premium, if any), interest, if any, on, and Additional Amounts, if any, payable in respect of, Securities of the series shall be payable, any Securities of the series may be surrendered for registration of transfer,
exchange or conversion and notices or demands to or upon the Company in respect of the Securities of the series and this Indenture may be served; 

(6) the period or periods within which, the price or prices at which, the currency or currencies, currency unit or units or
composite currency or currencies in which, and other terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have the option; 

(7) the obligation, if any, of the Company to redeem, repay or purchase Securities of the series pursuant to any sinking fund
or analogous provision or at the option of a Holder thereof, and the period or periods within which or the date or dates on which, the price or prices at which, the currency or currencies, currency unit or units or composite currency or currencies
in which, and other terms and conditions upon which Securities of the series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation; 

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


  
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 (10) if other than the principal amount thereof, the portion of the principal
amount of Securities of the series that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or, if applicable, the portion of the principal amount of Securities of the series that is convertible in
accordance with the provisions of this Indenture, or the method by which such portion shall be determined; 
 (11) if other
than Dollars, the Foreign Currency or Foreign Currencies in which payment of the principal of (and premium, if any) or interest or Additional Amounts, if any, on the Securities of the series shall be payable or in which the Securities of the series
shall be denominated; 
 (12) whether the amount of payments of principal of (and premium, if any) or interest, if any, on
the Securities of the series may be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on one or more currencies, currency units, composite currencies, commodities, equity
indices or other indices), and the manner in which such amounts shall be determined; 
 (13) whether the principal of (and
premium, if any) or interest or Additional Amounts, if any, on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a currency or currencies, currency unit or units or composite currency or
currencies other than that in which such Securities are denominated or stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made, and the time and manner of, and identity of the
exchange rate agent with responsibility for, determining the exchange rate between the currency or currencies, currency unit or units or composite currency or currencies in which such Securities are denominated or stated to be payable and the
currency or currencies, currency unit or units or composite currency or currencies in which such Securities are to be so payable; 

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

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

(18) the Person to whom any interest on any Security of the series shall be payable, if other than the Person in whose name
that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest and the extent to which, or the manner in which, any interest payable on a global Security on an Interest
Payment Date will be paid if other than in the manner provided in Section 304; 
 (19) the applicability, if any, of
Sections 1402 and/or 1403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Fourteen; 

(20) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a
temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and/or terms of such certificates, documents or conditions; 

  
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 (21) if the Securities of the series are to be issued upon the exercise of
warrants, the time, manner and place for such Securities to be authenticated and delivered; 
 (22) whether and under what
circumstances the Company will pay Additional Amounts as contemplated by Section 1008 on the Securities of the series to any Holder who is not a United States person (including any modification to the definition of such term) in respect of any
tax, assessment or governmental charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option); 

(23) the obligation, if any, of the Company to permit the conversion of the Securities of such series into the Company’s
Common Shares or Preferred Shares (and the class thereof), as the case may be, and the terms and conditions upon which such conversion shall be effected (including, without limitation, the initial conversion price or rate, the conversion period, any
adjustment of the applicable conversion price and any requirements relative to the reservation of such shares for purposes of conversion); and 

(24) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture). 

All Securities of any one series shall be substantially identical except, as to denomination and except as may otherwise be provided in or
pursuant to such Board Resolution (subject to Section 303) and set forth in such Officers’ Certificate or in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time and, unless
otherwise provided, a series may be reopened, without the consent of the Holders, for issuances of additional Securities of such series. 

If any of the terms of the Securities of any series are established by action taken pursuant to one or more Board Resolutions, a copy of an
appropriate record of such action(s) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the Securities of
such series. 
 SECTION 302 Denominations. The Securities of each series shall be issuable in such denominations as shall be
specified as contemplated by Section 301. With respect to Securities of any series denominated in Dollars, in the absence of any such provisions with respect to the Securities of any series, the Securities of such series, shall be issuable
in denominations of $1,000 and any integral multiple thereof. 
 SECTION 303 Execution, Authentication, Delivery and Dating. The
Securities shall be executed on behalf of the Company by a Chairman of the Board, its President or one of its Vice Presidents and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the
Securities may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. 

Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the
Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. 

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series,
executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities.

 If all the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing
such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity
date, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be provided with, and
(subject to TIA Section 315(a) through 315(d)) shall be fully protected in relying upon, 
 (i) an Opinion of Counsel
stating that: 
 (a) the form or forms of such Securities have been established in conformity with the provisions of this
Indenture; 

  
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 (b) the terms of such Securities have been established in conformity with the
provisions of this Indenture; 
 (c) such Securities, when completed by appropriate insertions and executed and delivered by
the Company to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, except as limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or affecting the enforcement of creditors’ rights generally and general equitable principles; 
 (d) that all conditions
precedent provided for in this Indenture relating to the issuance, authentication and delivery of the Securities have been complied with; and 

(ii) an Officers’ Certificate stating that all conditions precedent provided for in this Indenture relating to the
issuance, authentication and delivery of the Securities have been complied with and that, to the best of the knowledge of the signers of such certificate, no Event of Default with respect to any of the Securities shall have occurred and be
continuing. 
 If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, obligations or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. 

Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all the Securities of any series are not to be issued at
one time, it shall not be necessary to deliver an Officers’ Certificate otherwise required pursuant to Section 301, or an Opinion of Counsel or an Officers’ Certificate otherwise required pursuant to the preceding paragraph at the
time of issuance of each Security of such series, provided that such opinion and certificates, with appropriate language to cover such future issuances, shall be delivered at or before the time of issuance of the first Security of such series.

 Each Security shall be dated the date of its authentication. 

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never
issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 309 together with a Company Order stating that such Security has never been issued and sold by the Company, for
all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. 

SECTION 304 Temporary Securities. (a) Pending the preparation of definitive Securities of any series, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver, temporary 

  
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Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued, in registered form, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such
Securities.
 If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared
without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee
shall upon receipt of a Company Order, authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations. Until so exchanged, the temporary Securities of any series
shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. 
 SECTION 305
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency of the Company in a Place of Payment a register for each series of Securities
(the registers maintained in such office or in any such office or agency of the Company in a Place of Payment being herein sometimes referred to collectively as the “Security Register”) in which, subject to such reasonable regulations as
it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable
time. The Trustee, at its Corporate Trust Office, is hereby initially appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities on such Security Register as herein provided. In the event
that the Trustee shall cease to be Security Registrar, it shall have the right to request a copy of or examine the Security Register at all reasonable times. 

Subject to the provisions of this Section 305, upon surrender for registration of transfer of any definitive certificated Security of any
series at any office or agency of the Company in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of
the same series, of any authorized denominations and of a like aggregate principal amount, bearing a number not contemporaneously outstanding, and containing identical terms and provisions. 

Subject to the provisions of this Section 305, at the option of the Holder, Securities of any series may be exchanged for other
Securities of the same series, of any authorized denomination or denominations and of a like aggregate principal amount, containing identical terms and provisions, upon surrender of the Securities to be exchanged at any such office or
agency. Whenever any such definitive certificated Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to
receive.
 Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any global Security of a series
shall be exchangeable for definitive certificated Securities of such series only if (i) at any time the Depository notifies the Company that it is unwilling or unable to continue as depositary for the applicable global Security or Securities or
if at any time the Depository ceases to be a clearing agency registered under the Exchange Act if so required by applicable law or regulation, and no successor Depository for such Securities shall have been appointed by the Company within 90 days
after the Company receives such notice or becomes aware of such unwillingness, inability or ineligibility, (ii) an Event of Default has occurred and is continuing with respect to such Securities, or (iii) the Company, in its sole
discretion, determines at any time that all Outstanding Securities (but not less than all) of any series issued or issuable in the form of one or more global Securities shall no longer be represented by such global Security or Securities. If
the beneficial owners of interests in a global Security are entitled to exchange such interests for definitive certificated Securities in accordance with the provisions of clause (i), (ii) or (iii) of the preceding sentence, then without
unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall execute, and, upon Company Order, the Trustee shall authenticate and deliver, definitive certificated Securities in
aggregate principal amount equal to the principal amount of such beneficial owner’s interest in such global Security. On or after the earliest date on which such interests may be so exchanged, such global Security shall be surrendered
for exchange by the Depository 

  
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(or its custodian) as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose; provided, however, that no such
exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is requested may be among those selected
for redemption. A Security may not be issued in exchange for any portion of a global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business
at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest,
as the case may be. 
 All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of
the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. 

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

No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 or upon repayment or repurchase in
part of any Security pursuant to Article Thirteen, in each case not involving any transfer. 
 The Company or the Trustee, as applicable,
shall not be required (i) to issue, register the transfer of or exchange any Security if such Security may be among those selected for redemption during a period beginning at the opening of business 15 days before selection of the Securities to
be redeemed under Section 1103 and ending at the close of business on the day of the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part,
except, in the case of any Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to issue, register the transfer of or exchange any Security which has been surrendered for repayment at the option of the Holder,
except the portion, if any, of such Security not to be so repaid. 
 SECTION 306 Mutilated, Destroyed, Lost and Stolen
Securities. If any mutilated Security is surrendered to the Trustee or the Company, together with, in proper cases, such security or indemnity as may be required by the Company or the Trustee to save each of them or any agent of either of
them harmless, the Company shall execute and the Trustee shall upon receipt of a Company Order, authenticate and deliver in exchange therefor a new Security of the same series and principal amount, containing identical terms and provisions and
bearing a number not contemporaneously outstanding. 
 If there shall be delivered to the Company and to the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security, and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or
the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon receipt of a Company Order the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new
Security of the same series and principal amount, containing identical terms and provisions and bearing a number not contemporaneously outstanding. 

Notwithstanding the provisions of the previous two paragraphs, in case any such mutilated, destroyed, lost or stolen Security has become or is
about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 
 Upon the
issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of
the Trustee) connected therewith. 

  
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 Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost
or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder. 
 The provisions of this
Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 

SECTION 307 Payment of Interest; Interest Rights Preserved. Except as otherwise specified with respect to a series of Securities
in accordance with the provisions of Section 301, interest on any Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest at the office or agency of the Company maintained for such purpose pursuant to Section 1002; provided, however, that each
installment of interest on any definitive certificated Security may at the Company’s option be paid by (i) mailing a check for such interest, payable to or upon the written order of the Person entitled thereto pursuant to Section 308,
to the address of such Person as it appears on the Security Register or (ii) transfer to an account maintained by the payee located inside the United States. Payments on global Securities must be made by wire transfer in immediately
available funds. 
 Except as otherwise specified with respect to a series of Securities in accordance with the provisions of
Section 301, any interest on any Security of any series that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the
registered Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below: 

(1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series
(or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment (which shall not be less than 20 days after such notice is received by the Trustee), and at the same time the
Company shall deposit with the Trustee an amount of money in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series) equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the
proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each
Holder of Securities of such series at his address as it appears in the Security Register not less than 10 days prior to such Special Record Date. The Trustee may, in its discretion, in the name and at the expense of the Company, cause a similar
notice to be published at least once in an Authorized Newspaper in each Place of Payment, but such publications shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at
the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2).
 (2)
The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may
be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. 

  
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 Subject to the foregoing provisions of this Section and Section 305, each Security delivered
under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 

SECTION 308 Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and premium, if any), and (subject to Sections 305
and 307) interest on, such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. 

None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership interests of a Security in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 

Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Company, the Trustee, or any agent of the
Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depository, as a Holder, with respect to such global Security or impair, as between such Depository and owners of beneficial
interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depository (or its nominee) as Holder of such global Security. 

SECTION 309 Cancellation. All Securities surrendered for payment, redemption, repayment at the option of the Holder, registration
of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any such Securities surrendered directly to the Trustee for any such purpose shall be
promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the
Trustee. If the Company shall so acquire any of the Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are surrendered to the
Trustee for cancellation. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. Cancelled Securities held by the Trustee
shall be disposed of by the Trustee subject to its retention policies, and the Trustee shall deliver a certificate of such cancellation to the Company upon its written request. 

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

SECTION 311 CUSIP Numbers. The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use),
and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the
Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such
numbers. The Company will promptly notify the Trustee in writing of any change in the “CUSIP” numbers. 

  
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 ARTICLE FOUR 

SATISFACTION AND DISCHARGE 

SECTION 401 Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect with
respect to any series of Securities specified in such Company Request (except as to any surviving rights of registration of transfer or exchange of Securities of such series herein expressly provided for and any right to receive Additional Amounts,
as provided in Section 1008), and the Trustee, upon receipt of a Company Order, and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series when 

(1) either 

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

(b) all Securities of such series not theretofore delivered to the Trustee for cancellation: 

(i) have become due and payable, or 

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

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

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee and any predecessor Trustee under
Section 606, the obligations of the Company to any Authenticating Agent under Section 611 and, if money shall have been deposited with and held by the Trustee pursuant to subclause (b) of clause (1) of this Section, the
obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive such satisfaction and discharge. 

SECTION 402 Application of Trust Funds. Subject to the provisions of the last paragraph of Section 1003, all money deposited
with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting
as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any), and any interest and Additional Amounts for whose payment such money has been deposited with or received by the Trustee,
but such money need not be segregated from other funds except to the extent required by law. 

  
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 ARTICLE FIVE 

REMEDIES 
 SECTION 501
Events of Default. “Event of Default”, wherever used herein with respect to any particular series of Securities, means any one of the following events (whatever the reason for such Event of Default and whether or not it shall
be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): 

(1) default in the payment of any interest upon or any Additional Amounts payable in respect of any Security of that series,
when such interest, Additional Amounts becomes due and payable, and continuance of such default for a period of 30 days; or 

(2) default in the payment of the principal of (or premium, if any, on) any Security of that series when it becomes due and
payable at its Maturity; or 
 (3) default in the deposit of any sinking fund payment, when and as due by the terms of any
Security of that series; or 
 (4) default in the performance, or breach, of any covenant or warranty of the Company in this
Indenture with respect to any Security of that series (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of
60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice
specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or 

(5) if any event of default under any bond, debenture, note or other evidence of indebtedness of the Company (including an
event of default with respect to any other series of securities), or under any mortgage, indenture or other instrument of the Company under which there may be issued or by which there may be secured or evidenced any indebtedness of the Company (or
by any Subsidiary, the repayment of which the Company has guaranteed or for which the Company is directly responsible or liable as obligor or guarantor), whether such indebtedness now exists or shall hereafter be created, shall happen and shall
result in an aggregate principal amount exceeding $75,000,000 becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such
acceleration having been waived, rescinded or annulled, within a period of 10 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 10% in
principal amount of the Outstanding Securities of that series a written notice specifying such default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such
notice is a “Notice of Default” hereunder; or 
 (6) the Company or any Significant Subsidiary of the Company
pursuant to or within the meaning of any Bankruptcy Law: 
 (A) commences a voluntary case, 

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

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

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

  
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 (7) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that: 
 (A) is for relief against the Company or any Significant Subsidiary of the Company in an involuntary
case, 
 (B) appoints a Custodian of the Company or any Significant Subsidiary of the Company or for all or substantially all
of either of its property, or 
 (C) orders the liquidation of the Company or any Significant Subsidiary of the Company, 

and the order or decree remains unstayed and in effect for 90 days; or 

(8) any other Event of Default provided with respect to Securities of that series. 

As used in this Section 501, the term “Bankruptcy Law” means title 11, U.S. Code or any similar Federal or State law for the relief of debtors
and the term “Custodian” means any receiver, trustee, assignee, liquidator or other similar official under any Bankruptcy Law. 

SECTION 502 Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to Securities of any series at
the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal (or, if any Securities are Original
Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof) of all the Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by the Holders), and upon any such declaration such principal or specified portion thereof shall become immediately due and payable. 

At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree
for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if: 
 (1) the Company has paid or deposited with the Trustee a sum
sufficient to pay in the currency, currency unit or composite currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series): 

(A) all overdue installments of interest on and any Additional Amounts payable in respect of all Outstanding Securities of that
series, 
 (B) the principal of (and premium, if any, on) any Outstanding Securities of that series which have become due
otherwise than by such declaration of acceleration and interest thereon at the rate or rates borne by or provided for in such Securities, 

(C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest and any Additional
Amounts at the rate or rates borne by or provided for in such Securities, and 
 (D) all sums paid by the Trustee hereunder
and the compensation, expenses, and disbursements of the Trustee, its agents and counsel; and 
 (2) all Events of Default
with respect to Securities of that series, other than the nonpayment of the principal of (or premium, if any) or interest on Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as
provided in Section 513. 

  
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 No such rescission shall affect any subsequent default or impair any right consequent thereon. 

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

(1) default is made in the payment of any installment of interest or Additional Amounts, if any, on any Security of any series
when such interest or Additional Amount becomes due and payable and such default continues for a period of 30 days, or 
 (2)
default is made in the payment of the principal of (or premium, if any, on) any Security of any series at its Maturity, 
 then the Company will, pay
to the Trustee, for the benefit of the Holders of such Securities of such series, the whole amount then due and payable on such Securities for principal (and premium, if any) and interest and Additional Amounts, with interest upon any overdue
principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, upon any overdue installments of interest or Additional Amounts, if any, at the rate or rates borne by or provided for in such Securities,
and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the compensation, expenses, and disbursements of the Trustee, its agents and counsel. 

If the Company fails to pay such amounts forthwith, the Trustee, in its own name and as trustee of an express trust, may institute a judicial
proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Company or any other obligor upon such Securities of such series and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities of such series, wherever situated. 

If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem necessary to protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 

SECTION 504 Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities of any series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue
principal, premium, if any, or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise: 

(i) to file and prove a claim for the whole amount, or such lesser amount as may be provided for in the Securities of such
series, of principal (and premium, if any) and interest and Additional Amounts, if any, owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the compensation, expenses, and disbursements of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and 

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


  
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 and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such
judicial proceeding is hereby authorized by each Holder of Securities of such series to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee
any amount due to it for the compensation, expenses, and disbursements of the Trustee and any predecessor Trustee, their agents and counsel, and any other amounts due the Trustee or any predecessor Trustee under Section 606. 

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a
Security any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder of a Security in any such proceeding.

 SECTION 505 Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture
or any of the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought
in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable
benefit of the Holders of the Securities in respect of which such judgment has been recovered. 
 SECTION 506 Application of Money
Collected. Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if
any) or interest and any Additional Amounts, upon presentation of the Securities, and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 

FIRST: To the payment of all amounts due the Trustee and any predecessor Trustee, and their agents, as provided hereunder; 

SECOND: To the payment of the amounts then due and unpaid upon the Securities for principal (and premium, if any) and interest
and any Additional Amounts payable, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the aggregate amounts due and payable on such Securities for
principal (and premium, if any), interest and Additional Amounts, respectively; and 
 THIRD: To the payment of the
remainder, if any, to the Company. 
 SECTION 507 Limitation on Suits. No Holder of any Security of any series shall have any
right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: 

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

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

  
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 it being understood and intended that no one or more of such Holders shall have any right in any manner whatever
by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right
under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders. 
 SECTION 508
Unconditional Right of Holders to Receive Principal, Premium, if any, Interest and Additional Amounts. Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right which is absolute and unconditional
to receive payment of the principal of (and premium, if any) and (subject to Sections 305 and 307) interest on, and any Additional Amounts in respect of, such Security on the due dates expressed in such Security (or, in the case of redemption,
on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 

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

SECTION 511 Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Security to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders
may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders of Securities. 
 SECTION 512
Control by Holders of Securities. The Holders of not less than a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Securities of such series, provided that: 

(1) such direction shall not be in conflict with any rule of law or with this Indenture, 

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

(3) the Trustee need not take any action which might involve it in personal liability or be unduly prejudicial to the Holders
of Securities of such series not joining therein. 
 SECTION 513 Waiver of Past Defaults. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default 

(1) in the payment of the principal of (or premium, if any) or interest on or Additional Amounts payable in respect of any
Security of such series, or 
 (2) in respect of a covenant or provision hereof which under Article Nine cannot be modified
or amended without the consent of the Holder of each Outstanding Security of such series affected. 

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

SECTION 514 Waiver of Usury, Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it will
not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 
 SECTION 515 Undertaking
for Costs. All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of any undertaking to pay the costs of such suit, and that such court may in its discretion
assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Security on or after the respective Stated Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date).

 ARTICLE SIX 
 THE
TRUSTEE 
 SECTION 601 Notice of Defaults. Within 90 days after the occurrence of any default hereunder with respect to the
Securities of any series, the Trustee shall transmit, in the manner and to the extent provided in TIA Section 313(c), notice of such default hereunder known to a Responsible Officer of the Trustee, unless such default shall have been cured or
waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest on or any Additional Amounts with respect to any Security of such series, or in the payment of any
sinking fund installment with respect to the Securities of such series, the Trustee shall be fully protected in withholding such notice if and so long as Responsible Officers of the Trustee in good faith determine that the withholding of such notice
is in the interests of the Holders of the Securities of such series; and provided further that in the case of any default or breach of the character specified in Section 501(4) with respect to the Securities of such series, no such
notice to Holders shall be given until at least 60 days after the occurrence thereof. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default
with respect to the Securities of such series. 
 SECTION 602 Certain Rights of Trustee. Subject to the provisions of TIA
Section 315(a) through 315(d): 
 (1) the Trustee may conclusively rely and shall be fully protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note or other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties; 

  
 25 








 (2) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order (other than delivery of any Security to the Trustee for authentication and delivery pursuant to Section 303 which shall be sufficiently evidenced as provided therein) and any
resolution of the Board of Trustees may be sufficiently evidenced by a Board Resolution; 
 (3) whenever in the
administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in
the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate or an Opinion of Counsel; 
 (4)
the Trustee may consult with counsel of its selection, and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon; 
 (5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it
by this Indenture at the request or direction of any of the Holders of Securities of any series pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee against
the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; 
 (6) the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent or attorney at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation; 

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

(8) the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and reasonably believed by it
to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; 
 (9) in no event shall
the Trustee be responsible or liable for special, punitive, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of
such loss or damage and regardless of the form of action, other than any such loss or damage determined by a court of competent jurisdiction to have been directly caused by the Trustee’s own willful misconduct or negligence; 

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

(11) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its
right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. 

(12) before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or
both, which shall conform to the provisions of Section 102, and the Trustee shall be protected and shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion; and 

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

  
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 Any permissive right or authority granted to the Trustee in this Indenture shall not be construed
as a mandatory duty. 
 The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation,
its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other person employed to act hereunder; 

The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out
of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions;
loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and governmental action 

The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. 

Except during the continuance of an Event of Default, the Trustee undertakes to perform only such duties as are specifically set forth in this
Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee. 
 SECTION 603 Not Responsible
for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except the Trustee’s certificate of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities, except that the Trustee represents that it is duly authorized to
execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds
thereof. 
 SECTION 604 May Hold Securities. The Trustee, any Paying Agent, Security Registrar, Authenticating Agent or any
other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to TIA Sections 310(b) and 311, may otherwise deal with the Company with the same rights it would have if it were
not Trustee, Paying Agent, Security Registrar, Authenticating Agent or such other agent. 
 SECTION 605 Money Held in Trust. Money
held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing
with the Company. 
 SECTION 606 Compensation and Reimbursement. The Company agrees: 

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

  
 27 








 (2) except as otherwise expressly provided herein, to reimburse each of the
Trustee and any predecessor Trustee upon its request for all expenses, and disbursements incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of
its agents and counsel), except any such expense, or disbursement as shall be determined to have been caused by its own negligence or willful misconduct; and 

(3) to fully indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss,
liability or expense incurred without negligence or willful misconduct on its own part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder and including claims involving the Company or any third party. 

When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or
Section 501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency
or other similar law. 
 As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien
prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest on particular Securities in connection with the discharge of
this Indenture or defeasance as contemplated herein. 
 The provisions of this Section shall survive the termination of this Indenture and
the resignation or removal of the Trustee. 
 SECTION 607 Corporate Trustee Required; Eligibility; Conflicting Interests. There shall
at all times be a Trustee hereunder which shall be eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined capital and surplus of at least $50,000,000. If such corporation publishes reports of condition at least
annually, pursuant to law or the requirements of Federal, State, Territorial or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article. 
 SECTION 608 Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of
Section 609. 
 (b) The Trustee may resign at any time with respect to the Securities of one or more series by giving
written notice thereof to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the
expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee. 
 (c) The Trustee
may be removed at any time with respect to the Securities of any series by an Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Trustee and to the Company. If an instrument of
acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the removed Trustee may petition, at the expense of the Company, any court of competent jurisdiction for the
appointment of a successor Trustee. 
 (d) If at any time: 

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

  
 28 








 (2) the Trustee shall cease to be eligible under Section 607 and shall fail
to resign after written request therefor by the Company or by any Holder of a Security who has been a bona fide Holder of a Security for at least six months, or 

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

then, in any such case, (i) the Company by or pursuant to a Board Resolution may remove the Trustee and appoint a successor Trustee with
respect to all Securities, or (ii) subject to TIA Section 315(e), any Holder of a Security who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. 

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

SECTION 609 Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder, subject nevertheless to its lien and claim, if any, provided for in Section 606. 

(b) In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all)
series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto, 

  
 29 








 
pursuant to Article Nine hereof, wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the
retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee
of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. 

(c) Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be. 

(d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be
qualified and eligible under this Article. 
 SECTION 610 Merger, Conversion, Consolidation or Succession to Business. Any
corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all
or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any
paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. In case any Securities shall not have been
authenticated by such predecessor Trustee, any such successor Trustee may authenticate and deliver such Securities, in either its own name or that of its predecessor Trustee, with the full force and effect which this Indenture provides for the
certificate of authentication of the Trustee. 
 SECTION 611 Appointment of Authenticating Agent. At any time when any of the
Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon
exchange, registration of transfer or partial redemption or repayment thereof, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a bank or trust company or corporation organized and doing business and in good
standing under the laws of the United States of America or of any State or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by Federal or State authorities. If such Authenticating Agent publishes reports of condition at least 

  
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annually, pursuant to law or the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating
Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 
 Any corporation
into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation
succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any
paper or further act on the part of the Trustee or the Authenticating Agent. 
 An Authenticating Agent for any series of Securities may at
any time resign by giving written notice of resignation to the Trustee for such series and to the Company. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions
of this Section, the Trustee for such series may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of the series with respect to which such
Authenticating Agent will serve in the manner set forth in Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. 

The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation including reimbursement of its reasonable
expenses for its services under this Section. 
 If an appointment with respect to one or more series is made pursuant to this Section, the
Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication substantially in the following form: 

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

 

			
		 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
		 
		
	By:	 	  

		 	as Authenticating Agent
		
	By:	 	  

		 	Authorized Officer
		
	Dated:	 	  



 ARTICLE SEVEN 

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 

SECTION 701 Disclosure of Names and Addresses of Holders. Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor any Authenticating Agent nor any Paying Agent nor any Security Registrar shall be held accountable by reason of the disclosure of any information as to the names and
addresses of the Holders of Securities in accordance with TIA Section 312, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a
request made under TIA Section 312(b). 

  
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 SECTION 702 Reports by Trustee. Within 60 days after May 15 of each year
commencing with the first May 15 after the first issuance of Securities pursuant to this Indenture, the Trustee shall transmit by mail to all Holders of Securities as provided in TIA Section 313(c) a brief report dated as of such
May 15 if required by TIA Section 313(a). 
 SECTION 703 Reports by Company. The Company, pursuant to
Section 314(a) of the Trust Indenture Act, shall: 
 (1) file with the Trustee, within 15 days after the Company files
the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the
Company is required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it shall
file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to
Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; 

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

(3) transmit within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in
Section 313(c) of the Trust Indenture Act, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (1) and (2) of this Section as may be required by rules and regulations
prescribed from time to time by the Commission. 
 Delivery of such reports, information and documents to the Trustee is for informational purposes only and
the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to
which the Trustee is entitled to rely exclusively on Officers’ Certificates). 
 Notwithstanding the foregoing, the Company will be deemed to have
furnished to the Trustee such quarterly or annual report or other information, document or other report that the Company files with the Commission pursuant to Section 13 or 15(d) of the Exchange Act on the Commission’s EDGAR system
(or any successor system). The Trustee shall have no obligation to confirm that the Company has made any filings required hereunder. 

SECTION 704 Company to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the
Trustee: 
 (a) semi-annually, not later than 10 days after the Regular Record Date for interest for each series of
Securities, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of such series as of such Regular Record Date, or if there is no Regular Record Date for interest for such series of
Securities, semi-annually, upon such dates as are set forth in the Board Resolution or indenture supplemental hereto authorizing such series, and 

(b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such
request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished,  

  
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 provided, however, that, so long as the Trustee is the Security Registrar, no such list shall be
required to be furnished. 
 ARTICLE EIGHT 

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE 

SECTION 801 Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions. The
Company may consolidate with, or sell, lease or convey all or substantially all of its assets to, or merge with or into any other Person, provided that in any such case, (i) either the Company shall be the continuing Person, or the successor
Person shall be organized and existing under the laws of the United States or a State thereof and such successor Person shall expressly assume the due and punctual payment of the principal of (and premium, if any) and any interest on and all
Additional Amounts, if any, payable in respect of, all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Company by
supplemental indenture, complying with Article Nine hereof, satisfactory to the Trustee, executed and delivered to the Trustee by such successor and (ii) immediately after giving effect to such transaction and treating any indebtedness which
becomes an obligation of the Company or any Subsidiary as a result thereof as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or the lapse of time, or
both, would become an Event of Default, shall have occurred and be continuing. 
 SECTION 802 Rights and Duties of Successor
Person. In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor Person, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had
been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the Securities. Such successor Person thereupon may cause to
be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such
successor Person, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by
the officers of the Company to the Trustee for authentication, and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. 

In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made
in the Securities thereafter to be issued as may be appropriate. 
 SECTION 803 Officers’ Certificate and Opinion of
Counsel. Any consolidation, merger, sale, lease or conveyance permitted under Section 801 is also subject to the condition that the Trustee receive an Officers’ Certificate and an Opinion of Counsel to the effect that any such
consolidation, merger, sale, lease or conveyance, and the assumption by any successor Person, complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

 ARTICLE NINE 

SUPPLEMENTAL INDENTURES 

SECTION 901 Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Securities, the Company,
when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 

(1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of
the Company herein and in the Securities contained; or 

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

(6) to establish the form or terms of Securities of any series as permitted by Sections 201 and 301, including the
provisions and procedures relating to Securities convertible into Common Shares or Preferred Shares, as the case may be; or 

(7) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities
of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or 

(8) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other
provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided such provisions shall not adversely affect the
interests of the Holders of Securities of any series in any material respect; 
 (9) to supplement any of the provisions of
this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 401, 1402 and 1403; provided that any such action shall not adversely affect the
interests of the Holders of Securities of such series or any other series of Securities in any material respect; or 
 (10)
to conform the terms of this Indenture or the Securities of a series to the description thereof contained in any prospectus or other offering document or memorandum relating to the offer and sale of such Securities. 

SECTION 902 Supplemental Indentures With Consent of Holders. With the consent of the Holders of not less than a majority in
principal amount of all Outstanding Securities affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may enter
into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities
under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: 

(1) change the Stated Maturity of the principal of (or premium, if any, on) or any installment of principal of or interest on,
any Security; or reduce the principal amount thereof or the rate or amount of interest thereon or any Additional Amounts payable in respect thereof, or any premium payable upon the redemption thereof, or change any obligation of the Company to pay
Additional Amounts pursuant to Section 1008 (except as permitted by Section 901), or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 502 or the amount thereof provable in bankruptcy pursuant to Section 504, or adversely affect any right of repayment at the option of the Holder of any Security, or change any Place of Payment where, or the
currency or currencies, currency unit or units or composite currency or currencies in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after
the Stated Maturity thereof (or, in the case of redemption or repayment at the option of the Holder, on or after the Redemption Date or the Repayment Date, as the case may be), or 

  
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 (2) reduce the percentage in principal amount of the Outstanding Securities of
any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver with respect to such series (or compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture, or reduce the requirements of Section 1504 for quorum or voting, or 

(3) modify any of the provisions of this Section, Section 513 or Section 1009, except to increase the percentage
required to effect such action or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby. 

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such Act shall approve the substance thereof. 
 A supplemental indenture which changes or eliminates any covenant
or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or
other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 
 SECTION
903 Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee
shall be provided with, and shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating, in addition to the matters required by Section 102, that such supplemental indenture is authorized or
permitted by this Indenture and with respect to such Opinion of Counsel is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (subject to customary exceptions). The Trustee may,
but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 

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

 SECTION 905 Conformity With Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform
to the requirements of the Trust Indenture Act as then in effect. 
 SECTION 906 Reference in Securities to Supplemental
Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall, if required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared
and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. 

  
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 ARTICLE TEN 

COVENANTS 
 SECTION 1001
Payment of Principal, Premium, if any, Interest and Additional Amounts. The Company covenants and agrees for the benefit of the Holders of each series of Securities that it will duly and punctually pay the principal of (and premium, if
any) and interest on and any Additional Amounts payable in respect of the Securities of that series in accordance with the terms of such series of Securities and this Indenture. Unless otherwise specified with respect to Securities of any
series pursuant to Section 301, at the option of the Company, all payments of principal may be paid by check or in immediately available funds to the registered Holder of the Security or other person entitled thereto against surrender of such
Security. 
 SECTION 1002 Maintenance of Office or Agency. The Company shall maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented or surrendered for payment or conversion, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If at
any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of
the Trustee, and the Company hereby appoints the same as its agent to receive such respective presentations, surrenders, notices and demands, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders,
notices and demands; provided, however, that, for the avoidance of doubt, this Section 1002 shall not serve as an appointment of the Trustee as an agent of the Company upon whom may be served any process, pleadings or other papers in any
civil suit or action brought against the Company in any court. 
 The Company may from time to time designate one or more other offices or
agencies where the Securities of one or more series may be presented or surrendered for any or all of such purposes, and may from time to time rescind such designations; provided, however, that no such designation or rescission shall
in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee
of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities pursuant to Section 301 with respect to a series of Securities, the
Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company maintained at the Corporate Trust Office, and initially appoints the Trustee, at its offices located at 50 S. 6th Street, Suite 1290
Minneapolis, Minnesota 55402, as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. 

Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series
(i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of the Indenture, then the Company will maintain with respect to each such series of Securities,
or as so required, at least one exchange rate agent, it being understood that the Company may also be required to appoint a separate paying agent or trustee in respect of any such Securities. 

SECTION 1003 Money for Securities Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent with
respect to any series of any Securities, it will, on or before each due date of the principal of (and premium, if any), or interest on or Additional Amounts in respect of, any of the Securities of that series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301
for the Securities of such series) sufficient to pay the principal (and premium, if any) or interest or Additional Amounts so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly
notify the Trustee of its action or failure so to act. 

  
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 Whenever the Company shall have one or more Paying Agents for any series of Securities, it will,
on or before each due date of the principal of (and premium, if any), or interest on or Additional Amounts in respect of, any Securities of that series, deposit with a Paying Agent a sum (in the currency or currencies, currency unit or units or
composite currency or currencies described in the preceding paragraph) sufficient to pay the principal (and premium, if any) or interest or Additional Amounts, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium or interest or Additional Amounts and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. 

The Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will 
 (1) hold all sums
held by it for the payment of principal of (and premium, if any) or interest on Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; 

(2) give the Trustee notice of any default by the Company (or any other obligor upon the Securities) in the making of any such
payment of principal (and premium, if any) or interest; and 
 (3) at any time during the continuance of any such default
upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. 
 The Company may at
any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent,
such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further
liability with respect to such sums. 
 Subject to unclaimed property laws and except as otherwise provided in the Securities of any series,
any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest on, or any Additional Amounts in respect of, any Security of any series and
remaining unclaimed for two years after such principal (and premium, if any), interest or Additional Amounts has become due and payable shall be paid to the Company upon Company Request or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment of such principal of (and premium, if any) or interest on, or any Additional Amounts in respect of, any Security, without
interest thereon, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease. 

SECTION 1004 Existence. Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and
keep in full force and effect its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve any right or franchise if the Board of Trustees shall determine
that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders. 

SECTION 1005 Maintenance of Properties. The Company will cause all of its properties used or useful in the conduct of its business
or the business of any Subsidiary to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section shall
prevent the Company or any Subsidiary from selling or otherwise disposing for value its properties in the ordinary course of its business. 

SECTION 1006 Payment of Taxes and Other Claims. The Company will pay or discharge or cause to be paid or discharged, before the
same shall become delinquent, (1) all taxes, assessments and governmental 

  
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charges levied or imposed upon it or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary, and (2) all lawful claims for labor, materials and supplies
which, if unpaid, might by law become a lien upon the property of the Company or any Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment,
charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings. 
 SECTION 1007
Statement as to Compliance. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, a brief certificate from the principal executive officer, principal financial officer or principal accounting officer
as to his or her knowledge of the Company’s compliance with all conditions and covenants under this Indenture and, in the event of any noncompliance, specifying such noncompliance and the nature and status thereof. For purposes of this
Section 1007, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. Promptly (and in any event within 30 days) upon the occurrence of any default or Event of Default, the Company
shall provide written notice thereof to the Trustee. 
 SECTION 1008 Additional Amounts. If any Securities of a series provide
for the payment of Additional Amounts, the Company will pay to the Holder of any Security of such series Additional Amounts as may be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context, the
payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the
payment of Additional Amounts provided by the terms of such series established pursuant to Section 301 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms and express
mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. 

SECTION 1009 Waiver of Certain Covenants. The Company may omit in any particular instance to comply with any term, provision or
condition set forth in Sections 1004 to 1006, inclusive, if before or after the time for such compliance the Holders of at least a majority in principal amount of all outstanding Securities of such series, by Act of such Holders, either waive
such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. 

ARTICLE ELEVEN 

REDEMPTION OF SECURITIES 

SECTION 1101 Applicability of Article. Securities of any series which are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article. 

SECTION 1102 Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities shall be evidenced by or
pursuant to a Board Resolution. In case of any redemption at the election of the Company of less than all of the Securities of any series, the Company shall, at least 45 days prior to the giving of the notice of redemption referred to in
Section 1104 (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities of such series to be redeemed. 

In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction. 

SECTION 1103 Selection by Trustee of Securities to be Redeemed. If less than all the Securities of any series issued on the same
day with the same terms are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series issued on such date with the
same terms not previously called for redemption (excluding any such Outstanding Securities held by the Company or any of its Subsidiaries), pro rata, by lot or otherwise by 

  
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such method as the Trustee shall deem appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series or
any integral multiple thereof) of the principal amount of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that series or such other similar method in accordance with the procedures of the
Depository. 
 The Trustee shall promptly notify the Company and the Security Registrar (if other than itself) in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. 

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

SECTION 1104 Notice of Redemption. Notice of redemption shall be given in the manner provided in Section 106, not less than
30 days nor more than 60 days prior to the Redemption Date, unless a shorter period is specified by the terms of such series established pursuant to Section 301, to each Holder of Securities to be redeemed, but failure to give such notice in
the manner herein provided to the Holder of any Security designated for redemption as a whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption of any other such Security
or portion thereof. 
 Any notice that is mailed to the Holders in the manner herein provided shall be conclusively presumed to have been
duly given, whether or not the Holder receives the notice. 
 All notices of redemption shall state: 

(1) the Redemption Date, 

(2) the Redemption Price, accrued interest to the Redemption Date payable as provided in Section 1106, if any, and
Additional Amounts, if any, 
 (3) if less than all Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the principal amount) of the particular Security or Securities to be redeemed, 

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

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

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

(8) the “CUSIP” number (or any other numbers used by a Depository to identify such Securities) of such Security, if
any, and 
 (9) if applicable, that a Holder of Securities who desires to convert Securities for redemption must satisfy the
requirements for conversion contained in such Securities, the then existing conversion price or rate, and the date and time when the option to convert shall expire. 

  
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 Notice of redemption of Securities to be redeemed shall be given by the Company or, at the
Company’s written request, by the Trustee in the name and at the expense of the Company, provided that in the latter case the Company gives the Trustee at least five (5) Business Days prior notice of the date requested for the giving of such
notice (or such shorter period, as agreed in the Trustee’s sole discretion). 
 SECTION 1105 Deposit of Redemption
Price. At or prior to 10:00 a.m. on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, which it may not do in the case of a sinking fund payment
under Article Twelve, segregate and hold in trust as provided in Section 1003) an amount of money in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of such series) sufficient to pay on the Redemption Date the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest
on, all the Securities or portions thereof which are to be redeemed on that date. 
 SECTION 1106 Securities Payable on Redemption
Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified in the currency or currencies, currency unit or
units or composite currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series) (together with accrued interest, if any, to the Redemption
Date), and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall, if the same were interest- bearing, cease to bear interest. Upon surrender of any such
Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, however, that, except as otherwise
provided with respect to Securities of a series, installments of interest on Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered
as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307. 
 If any
Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate borne by the Security. 

SECTION 1107 Securities Redeemed in Part. Any definitive certificated Security which is to be redeemed only in part (pursuant to
the provisions of this Article or of Article Twelve) shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company
and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security without service charge a new definitive
certificated Security or Securities of the same series, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the definitive certificated
Security so surrendered. 
 ARTICLE TWELVE 

SINKING FUNDS 
 SECTION
1201 Applicability of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 301 for Securities of such
series. 
 The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a
“mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of such Securities of any series is herein referred to as an “optional sinking fund


  
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payment”. If provided for by the terms of any Securities of any series, the cash amount of any mandatory sinking fund payment may be subject to reduction as provided in
Section 1202. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series. 

SECTION 1202 Satisfaction of Sinking Fund Payments with Securities. The Company may, in satisfaction of all or any part of any
mandatory sinking fund payment with respect to the Securities of a series, (1) deliver Outstanding Securities of such series (other than any previously called for redemption) and (2) apply as a credit Securities of such series which have been
redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, as provided for by the terms of such Securities,
or which have otherwise been acquired by the Company; provided that such Securities so delivered or applied as a credit have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at
the applicable Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such mandatory sinking fund payment shall be reduced accordingly. 

SECTION 1203 Redemption of Securities for Sinking Fund. Not less than 60 days prior to each sinking fund payment date for
Securities of any series, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if
any, which is to be satisfied by payment of cash in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301
for the Securities of such series) and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1202, and the optional amount, if any, to be added in cash to the next
ensuing mandatory sinking fund payment, and will also deliver to the Trustee any Securities to be so delivered and credited. If such Officers’ Certificate shall specify an optional amount to be added in cash to the next ensuing mandatory
sinking fund payment, the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given,
the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. 
 ARTICLE
THIRTEEN 
 REPAYMENT AT THE OPTION OF HOLDERS 

SECTION 1301 Applicability of Article. Securities of any series which are repayable at the option of the Holders thereof before their
Stated Maturity shall be repaid in accordance with the terms of the Securities of such series. The repayment of any principal amount of Securities pursuant to such option of the Holder to require repayment of Securities before their Stated Maturity,
for purposes of Section 309, shall not operate as a payment, redemption or satisfaction of the indebtedness represented by such Securities unless and until the Company, at its option, shall deliver or surrender the same to the Trustee with a
directive that such Securities be cancelled. If specified with respect to the Securities of a series as contemplated by Section 301, in connection with any repayment of Securities, the Company may arrange for the purchase of any Securities by an
agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to the Holders of such Securities on or before the applicable Repayment Date an amount not less than the repayment price payable by the Company
on repayment of such Securities, and the obligation of the Company to pay the repayment price of such Securities shall be satisfied and discharged to the extent such payment is so paid by such purchasers. 

Unless otherwise expressly stated in this Indenture or pursuant to Section 301 with respect to the Securities of any series or unless the
context otherwise requires, all references in this Indenture to the repayment of Securities at the option of the Holders thereof (and all references of like import) shall be deemed to include a reference to the repurchase of Securities at the option
of the Holders thereof. 

  
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 ARTICLE FOURTEEN 

DEFEASANCE AND COVENANT DEFEASANCE 

SECTION 1401 Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance. If, pursuant to
Section 301, provision is made for either or both of (a) defeasance of the Securities of or within a series under Section 1402 or (b) covenant defeasance of the Securities of or within a series under Section 1403, then the
provisions of such Section or Sections, as the case may be, together with the other provisions of this Article (with such modifications thereto as may be specified pursuant to Section 301 with respect to any Securities), shall be applicable to
such Securities, and the Company may at its option by Board Resolution, at any time, with respect to such Securities, elect to have Section 1402 (if applicable) or Section 1403 (if applicable) be applied to such Outstanding Securities upon
compliance with the conditions set forth below in this Article. 
 SECTION 1402 Defeasance and Discharge. Upon the
Company’s exercise of the above option applicable to this Section with respect to any Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities on the
date the conditions set forth in Section 1404 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such
Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1405 and the other Sections of this Indenture referred to in clauses (A) and (B) below, and to have satisfied all of its
other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 1404 and as more fully set forth in such Section, payments in
respect of the principal of (and premium, if any) and interest, if any, on such Securities and when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 305, 306, 1002 and 1003 and with
respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 1008, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article. Subject to compliance with this
Article Fourteen, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 1403 with respect to such Securities. 

SECTION 1403 Covenant Defeasance. Upon the Company’s exercise of the above option applicable to this Section with respect to
any Securities of or within a series, the Company shall be released from its obligations under Sections 1004 to 1006, inclusive, and, if specified pursuant to Section 301, its obligations under any other covenant, with respect to such
Outstanding Securities and on and after the date the conditions set forth in Section 1404 are satisfied (hereinafter, “covenant defeasance”), and such Securities shall thereafter be deemed to be not “Outstanding” for the
purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with Sections 1004 to 1006, inclusive, or such other covenant, but shall continue to be deemed
“Outstanding” for all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to such Outstanding Securities, the Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such Section or such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of reference in any such Section
or such other covenant to any other provision herein or in any other document and such omission to comply shall not constitute a default or an Event of Default under Section 501(4) or 501(8) or otherwise, as the case may be, but, except as
specified above, the remainder of this Indenture and such Securities shall be unaffected thereby. 
 SECTION 1404 Conditions to
Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series: 

(a) The Company shall irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust for the
purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (1) an amount in such currency, currencies or currency unit in which such Securities are
then specified as payable at Stated Maturity, or (2) Government Obligations applicable to such Securities (determined on the basis of the currency, currencies or currency unit in which such Securities are then specified as payable at Stated
Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one Business Day before the due date of any payment of principal of (and premium, if any) and
interest, if any, on such Securities, money in an amount, or (3) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and 

  
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interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which
shall be applied by the Trustee to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, on such Outstanding Securities on the Stated Maturity of such principal or installment of principal or interest and (ii) any
mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. 

(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this
Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound. 
 (c) No
Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(6) and 501(7)
are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). 

(d) In the case of an election under Section 1402, the Company shall have delivered to the Trustee an Opinion of Counsel
stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either
case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to
Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. 

(e) In the case of an election under Section 1403, the Company shall have delivered to the Trustee an Opinion of Counsel
to the effect that the Holders of such Outstanding Securities will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such covenant defeasance had not occurred. 
 (f) The Company
shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be)
have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to subsection (a) above and the related exercise of the Company’s option under Section 1402 or Section 1403 (as the case
may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under
said Act have been effected. 
 (g) Notwithstanding any other provisions of this Section, such defeasance or covenant
defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301. 

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

  
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 Unless otherwise specified with respect to any Security pursuant to Section 301, if, after a
deposit referred to in Section 1404(a) has been made, (a) the Holder of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 301 or the terms of such Security to receive payment in a
currency or currency unit other than that in which the deposit pursuant to Section 1404(a) has been made in respect of such Security, or (b) a Conversion Event occurs in respect of the currency or currency unit in which the deposit pursuant to
Section 1404(a) has been made, the indebtedness represented by such Security shall be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of (and premium, if any), and interest, if any, on such
Security as the same becomes due out of the proceeds yielded by converting (from time to time as specified below in the case of any such election) the amount or other property deposited in respect of such Security into the currency or currency unit
in which such Security becomes payable as a result of such election or Conversion Event based on the applicable market exchange rate for such currency or currency unit in effect on the second Business Day prior to each payment date, except, with
respect to a Conversion Event, for such currency or currency unit in effect (as nearly as feasible) at the time of the Conversion Event. 

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations
deposited pursuant to Section 1404 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of such Outstanding Securities. 

Anything in this Article to the contrary notwithstanding, subject to Section 606, the Trustee shall deliver or pay to the Company from
time to time upon Company Request any money or Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 1404 which, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect a defeasance or covenant defeasance, as applicable, in accordance with this Article.

 ARTICLE FIFTEEN 

MEETINGS OF HOLDERS OF SECURITIES 

SECTION 1501 Purposes for Which Meetings May be Called. A meeting of Holders of Securities of any series may be called at any time
and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Securities of such
series. 
 SECTION 1502 Call, Notice and Place of Meetings. (a) The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 1501, to be held at such time and at such place in the Borough of Manhattan, The City of New York, as the Trustee shall determine. Notice of every meeting of Holders of
Securities of any series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided in Section 106, not less than 21 nor more than 180 days
prior to the date fixed for the meeting. 
 (b) In case at any time the Company, pursuant to a Board Resolution, or the
Holders of at least 10% in principal amount of the Outstanding Securities of any series shall have requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in Section 1501, by written request
setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed
to cause the meeting to be held as provided herein, then the Company or the Holders of Securities of such series in the amount above specified, as the case may be, may determine the time and the place for such meeting and may call such meeting for
such purposes by giving notice thereof as provided in subsection (a) of this Section. 
 SECTION 1503 Persons Entitled to Vote at
Meetings. To be entitled to vote at any meeting of Holders of Securities of any series, a Person shall be (1) a Holder of one or more Outstanding Securities of such series, or (2) a Person appointed by an instrument in writing as
proxy for a Holder or Holders of one or more Outstanding Securities of such series by such Holder or Holders. The only Persons who shall be entitled to be 

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

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

Notwithstanding the foregoing provisions of this Section 1504, if any action is to be taken at a meeting of Holders of Securities of any
series with respect to any request, demand, authorization, direction, notice, consent, waiver or other action that this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage in principal amount of all
Outstanding Securities affected thereby, or of the Holders of such series and one or more additional series: 
 (i) there
shall be no minimum quorum requirement for such meeting; and 
 (ii) the principal amount of the Outstanding Securities of
such series that vote in favor of such request, demand, authorization, direction, notice, consent, waiver or other action shall be taken into account in determining whether such request, demand, authorization, direction, notice, consent, waiver or
other action has been made, given or taken under this Indenture. 
 SECTION 1505 Determination of Voting Rights; Conduct and Adjournment
of Meetings. (a) Notwithstanding any provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 104 and the appointment of
any proxy shall be proved in the manner specified in Section 104. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in
Section 104 or other proof. 
 (b) The Trustee shall, by an instrument in writing appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 1502(b), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series
represented at the meeting. 

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

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

SECTION 1506 Counting Votes and Recording Action of Meetings. The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding
Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders of Securities of any Series shall be prepared by the secretary of
the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the fact, setting forth a copy of the notice of the
meeting and showing that said notice was given as provided in Section 1502 and, if applicable, Section 1504. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the
matters therein stated. 
 SECTION 1507 Calculations. The Company shall be responsible for making all calculations and
determinations called for under the Securities. The Company shall make all these calculations in good faith and, absent manifest error; the Company’s calculations shall be final and binding on Holders of Securities. Upon written
request, the Company shall provide a schedule of its calculations to the Trustee. The Trustee is entitled to rely conclusively upon the accuracy of the Company’s calculations without independent verification. The Trustee will forward
the Company’s calculations to any Holder of Securities upon the written request of that Holder at the sole cost and expense of the Company. 

SECTION 1508 PATRIOT Act. The parties hereto acknowledge that in accordance with Section 326 of the Uniting and Strengthening America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is
required to obtain, verify and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such
information as it may request in order for the Trustee to satisfy the requirements of the USA PATRIOT Act. 
 * * * * * 

  
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 This Indenture may be executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute but one and the same Indenture. 

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

			
	COLONY STARWOOD HOMES
		
	By:	 	  

		 	Name:
		 	Title:
	
	WILMINGTON TRUST, NATIONAL
	ASSOCIATION,
	as Trustee
		
	By:	 	  

		 	Name:
		 	Title:



  
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