EX-4.3



 Exhibit 4.3 

HANMI FINANCIAL CORPORATION 

SUBORDINATED INDENTURE 

DATED AS OF             , 2017 

WILMINGTON TRUST, NATIONAL ASSOCIATION, AS TRUSTEE 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page Number	 
	 Article I
	 	 DEFINITIONS AND INCORPORATION BY REFERENCE
	  	 	1	 
	 Section 1.1
	 	 Definitions
	  	 	1	 
	 Section 1.2
	 	 Other Definitions
	  	 	6	 
	 Section 1.3
	 	 Incorporation by Reference of Trust Indenture Act
	  	 	6	 
	 Section 1.4
	 	 Rules of Construction
	  	 	7	 
			
	 Article II
	 	 THE SECURITIES
	  	 	7	 
	 Section 2.1
	 	 Issuable in Series
	  	 	7	 
	 Section 2.2
	 	 Establishment of Terms of Series of Securities
	  	 	7	 
	 Section 2.3
	 	 Execution and Authentication
	  	 	9	 
	 Section 2.4
	 	 Registrar and Paying Agent
	  	 	10	 
	 Section 2.5
	 	 Paying Agent to Hold Money in Trust
	  	 	11	 
	 Section 2.6
	 	 Securityholder Lists
	  	 	11	 
	 Section 2.7
	 	 Transfer and Exchange
	  	 	11	 
	 Section 2.8
	 	 Mutilated, Destroyed, Lost and Stolen Securities
	  	 	11	 
	 Section 2.9
	 	 Outstanding Securities
	  	 	12	 
	 Section 2.10
	 	 Treasury Securities
	  	 	12	 
	 Section 2.11
	 	 Temporary Securities
	  	 	13	 
	 Section 2.12
	 	 Cancellation
	  	 	13	 
	 Section 2.13
	 	 Defaulted Interest
	  	 	13	 
	 Section 2.14
	 	 Global Securities
	  	 	13	 
	 Section 2.15
	 	 CUSIP Numbers
	  	 	14	 
			
	 Article III
	 	 REDEMPTION
	  	 	15	 
	 Section 3.1
	 	 Notice to Trustee
	  	 	15	 
	 Section 3.2
	 	 Selection of Securities to be Redeemed
	  	 	15	 
	 Section 3.3
	 	 Notice of Redemption
	  	 	15	 
	 Section 3.4
	 	 Effect of Notice of Redemption
	  	 	16	 
	 Section 3.5
	 	 Deposit of Redemption Price
	  	 	16	 
	 Section 3.6
	 	 Securities Redeemed in Part
	  	 	16	 
			
	 Article IV
	 	 COVENANTS
	  	 	17	 
	 Section 4.1
	 	 Payment of Principal and Interest
	  	 	17	 
	 Section 4.2
	 	 SEC Reports
	  	 	17	 
	 Section 4.3
	 	 Compliance Certificate
	  	 	17	 
	 Section 4.4
	 	 Stay, Extension and Usury Laws
	  	 	17	 
	 Section 4.5
	 	 Corporate Existence
	  	 	17	 
	 Section 4.6
	 	 Taxes
	  	 	18	 
			
	 Article V
	 	 SUCCESSORS
	  	 	18	 
	 Section 5.1
	 	 When Company May Merge, Etc
	  	 	18	 
	 Section 5.2
	 	 Successor Corporation Substituted
	  	 	18	 


  
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	 Article VI
	 	 DEFAULTS AND REMEDIES
	  	 	18	 
	 Section 6.1
	 	 Events of Default
	  	 	18	 
	 Section 6.2
	 	 Acceleration of Maturity; Rescission and Annulment
	  	 	20	 
	 Section 6.3
	 	 Collection of Indebtedness and Suits for Enforcement by Trustee
	  	 	20	 
	 Section 6.4
	 	 Trustee may File Proofs of Claim
	  	 	21	 
	 Section 6.5
	 	 Trustee may Enforce Claims Without Possession of Securities
	  	 	21	 
	 Section 6.6
	 	 Application of Money Collected
	  	 	21	 
	 Section 6.7
	 	 Limitation on Suits
	  	 	22	 
	 Section 6.8
	 	 Unconditional Right of Holders to Receive Principal and Interest
	  	 	22	 
	 Section 6.9
	 	 Restoration of Rights and Remedies
	  	 	22	 
	 Section 6.10
	 	 Rights and Remedies Cumulative
	  	 	22	 
	 Section 6.11
	 	 Delay or Omission Not Waiver
	  	 	23	 
	 Section 6.12
	 	 Control by Holders
	  	 	23	 
	 Section 6.13
	 	 Waiver of Past Defaults
	  	 	23	 
	 Section 6.14
	 	 Undertaking for Costs
	  	 	23	 
			
	 Article VII
	 	 TRUSTEE
	  	 	24	 
	 Section 7.1
	 	 Duties of Trustee
	  	 	24	 
	 Section 7.2
	 	 Rights of Trustee
	  	 	25	 
	 Section 7.3
	 	 Individual Rights of Trustee
	  	 	26	 
	 Section 7.4
	 	 Trustee’s Disclaimer
	  	 	26	 
	 Section 7.5
	 	 Notice of Defaults
	  	 	27	 
	 Section 7.6
	 	 Reports by Trustee to Holders
	  	 	27	 
	 Section 7.7
	 	 Compensation and Indemnity
	  	 	27	 
	 Section 7.8
	 	 Replacement of Trustee
	  	 	28	 
	 Section 7.9
	 	 Successor Trustee by Merger, Etc
	  	 	28	 
	 Section 7.10
	 	 Eligibility; Disqualification
	  	 	28	 
	 Section 7.11
	 	 Referential Collection of Claims Against Company
	  	 	29	 
			
	 Article VIII
	 	 SATISFACTION AND DISCHARGE; DEFEASANCE
	  	 	29	 
	 Section 8.1
	 	 Satisfaction and Discharge of Indenture
	  	 	29	 
	 Section 8.2
	 	 Application of Trust Funds; Indemnification
	  	 	30	 
	 Section 8.3
	 	 Legal Defeasance of Securities of any Series
	  	 	30	 
	 Section 8.4
	 	 Covenant Defeasance
	  	 	31	 
	 Section 8.5
	 	 Repayment to Company
	  	 	32	 
			
	 Article IX
	 	 AMENDMENTS AND WAIVERS
	  	 	33	 
	 Section 9.1
	 	 Without Consent of Holders
	  	 	33	 
	 Section 9.2
	 	 With Consent of Holders
	  	 	34	 
	 Section 9.3
	 	 Limitations
	  	 	34	 
	 Section 9.4
	 	 Compliance with Trust Indenture Act
	  	 	35	 
	 Section 9.5
	 	 Revocation and Effect of Consents
	  	 	35	 
	 Section 9.6
	 	 Notation on or Exchange of Securities
	  	 	35	 
	 Section 9.7
	 	 Trustee Protected
	  	 	35	 
			
	 Article X
	 	 MISCELLANEOUS
	  	 	36	 
	 Section 10.1
	 	 Trust Indenture Act Controls
	  	 	36	 


  
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	 Section 10.2
	 	 Notices
	  	 	36	 
	 Section 10.3
	 	 Communication by Holders with Other Holders
	  	 	37	 
	 Section 10.4
	 	 Certificate and Opinion as to Conditions Precedent
	  	 	37	 
	 Section 10.5
	 	 Statements Required in Certificate or Opinion
	  	 	37	 
	 Section 10.6
	 	 Rules by Trustee and Agents
	  	 	37	 
	 Section 10.7
	 	 Legal Holidays
	  	 	37	 
	 Section 10.8
	 	 No Recourse Against Others
	  	 	37	 
	 Section 10.9
	 	 Counterparts
	  	 	38	 
	 Section 10.10
	 	 Governing Laws
	  	 	38	 
	 Section 10.11
	 	 No Adverse Interpretation of Other Agreements
	  	 	38	 
	 Section 10.12
	 	 Successors
	  	 	38	 
	 Section 10.13
	 	 Severability
	  	 	38	 
	 Section 10.14
	 	 Table of Contents, Headings, Etc
	  	 	38	 
	 Section 10.15
	 	 Waiver of Trial by Jury
	  	 	38	 
			
	 Article XI
	 	 SINKING FUNDS
	  	 	38	 
	 Section 11.1
	 	 Applicability of Article
	  	 	38	 
	 Section 11.2
	 	 Satisfaction of Sinking Fund Payments with Securities
	  	 	39	 
	 Section 11.3
	 	 Redemption of Securities for Sinking Fund
	  	 	39	 
			
	 Article XII
	 	 SUBORDINATION OF SECURITIES
	  	 	39	 
	 Section 12.1
	 	 Agreement of Subordination
	  	 	39	 
	 Section 12.2
	 	 Payments to Holders
	  	 	40	 
	 Section 12.3
	 	 Subrogation of Securities
	  	 	42	 
	 Section 12.4
	 	 Authorization to Effect Subordination
	  	 	43	 
	 Section 12.5
	 	 Notice to Trustee
	  	 	43	 
	 Section 12.6
	 	 Trustee’s Relation to Senior Indebtedness
	  	 	44	 
	 Section 12.7
	 	 No Impairment of Subordination
	  	 	44	 
	 Section 12.8
	 	 Article Applicable to Paying Agents
	  	 	44	 
	 Section 12.9
	 	 Senior Indebtedness Entitled to Rely
	  	 	44	 


  
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 CROSS REFERENCE TABLE 

 

					
	 Trust Indenture

Act Section
	  	 	  	 Indenture

Section

	Section 310	  	(a)(1)	  	7.10
		  	(a)(2)	  	7.10
		  	(a)(3)	  	N/A
		  	(a)(4)	  	N/A
		  	(a)(5)	  	7.10
		  	(b)	  	7.10
	Section 311	  	(a)	  	7.11
		  	(b)	  	7.11
		  	(c)	  	N/A
	Section 312	  	(a)	  	2.6
		  	(b)	  	10.3
		  	(c)	  	10.3
	Section 313	  	(a)	  	7.6
		  	(b)(1)	  	7.6
		  	(b)(2)	  	7.6
		  	(c)(1)	  	7.6
		  	(d)	  	7.6
	Section 314	  	(a)	  	4.2, 10.5
		  	(b)	  	N/A
		  	(c)(1)	  	10.4
		  	(c)(2)	  	10.4
		  	(c)(3)	  	N/A
		  	(d)	  	N/A
		  	(e)	  	10.5
		  	(f)	  	N/A
	Section 315	  	(a)	  	7.1
		  	(b)	  	7.5
		  	(c)	  	7.1
		  	(d)	  	7.1
		  	(e)	  	6.14
	Section 316	  	(a)	  	2.10
		  	(a)(1)(A)	  	6.12
		  	(a)(1)(B)	  	6.13
		  	(b)	  	6.8
	Section 317	  	(a)(1)	  	6.3
		  	(a)(2)	  	6.4
		  	(b)	  	2.5
	Section 318	  	(a)	  	10.1

  

	*	This Cross Reference Table shall not, for any purpose, be deemed to be part of the Indenture. 


  
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 This SUBORDINATED INDENTURE, dated as of
            , 2017 is made by and between HANMI FINANCIAL CORPORATION, a Delaware corporation (the “Company”), and WILMINGTON TRUST, NATIONAL
ASSOCIATION, a national banking association, not in its individual capacity but solely as trustee (the “Trustee”). 

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued
under this Indenture: 
 ARTICLE I 

DEFINITIONS AND INCORPORATION BY REFERENCE 

Section 1.1    Definitions. 

“Additional Amounts” means any additional amounts that are required hereby or by any Security, under circumstances specified
herein or therein, to be paid by the Company in respect of certain taxes, duties, levies, imposts, assessments or other governmental charges imposed on Holders specified herein or therein 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” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used
with respect to any person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities or by agreement or
otherwise. 
 “Agent” means any Registrar, Paying Agent or Service Agent. 

“Authorized Newspaper” means a newspaper in an official language of the country of publication customarily published at least
once a day for at least five days in each calendar week and of general circulation in the place in connection with which the term is used. If it shall be impractical in the opinion of the Trustee to make any publication of any notice required hereby
in an Authorized Newspaper, any publication or other notice in lieu thereof that is made or given by the Trustee shall constitute a sufficient publication of such notice. 

“Bearer Security” means any Security, including any interest coupon appertaining thereto, that does not provide for the
identification of the Holder thereof. 
 “Board of Directors” means the Board of Directors of the Company or any duly
authorized committee thereof. 
 “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company to have been adopted by the Board of Directors or pursuant to authorization by the Board of Directors and to be in full force and effect on the date of the certificate and delivered to the Trustee. 

“Business Day” means, unless otherwise provided by Board Resolution, Officers’ Certificate or supplemental indenture
hereto for a particular Series, any day except a Saturday, Sunday, a legal holiday or any other day on which banking institutions in the City of New York, New York or any Place of Payment are authorized or obligated by law, regulation or executive
order to close. 







 “Capital Stock” means any and all shares, interests, participations, rights or
other equivalents (however designated) of corporate stock. 
 “Company” means the party named as such above until a
successor replaces it and thereafter means the successor. 
 “Company Order” means a written order signed in the name of
the Company by two Officers, one of whom must be the Company’s principal executive officer, principal financial officer or principal accounting officer. 

“Company Request” means a written request signed in the name of the Company by two Officers and delivered to the Trustee.

 “Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business
shall be principally administered, which office at the date hereof is located at 1100 North Market Street, Wilmington, DE 19890, Attention: Hanmi Financial Corporation Administrator, or such other address as the Trustee may designate from time to
time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company). 

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

“Depository” means, with respect to the Securities of any Series issuable or issued in whole or in part in the form of one or
more Global Securities, the person designated as Depository for such Series by the Company, which Depository shall be a clearing agency registered under the Exchange Act; and if at any time there is more than one such person, “Depository”
as used with respect to the Securities of any Series shall mean the Depository with respect to the Securities of such Series. 

“Designated Senior Indebtedness” means any of the Company’s senior indebtedness that expressly provides that it is
“designated senior indebtedness” for purposes of this Indenture (provided that the instrument, agreement or other document creating or evidencing such Senior Indebtedness may place limitations and conditions on the right of such Senior
Indebtedness to exercise the rights of Designated Senior Indebtedness). 
 “Discount Security” means any Security that
provides for an amount less than the stated principal amount thereof to be due and payable upon declaration of acceleration of the Stated Maturity thereof pursuant to Section 6.2. 

“Dollars” and “$” means the currency of the United States of America. 

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

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a
significant segment of the accounting profession, which are in effect as of the date of determination, unless a different time shall be specified with respect to such series of Securities as provided for in Section 2.2. 

  
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 “Global Security” or “Global Securities” means a Security or
Securities, as the case may be, in the form established pursuant to Section 2.2 evidencing all or part of a Series of Securities, issued to the Depository for such Series or its nominee, and registered in the name of such Depository or nominee.

 “Holder” or “Securityholder” means a person in whose name a Security is registered or the holder of a
Bearer Security. 
 “Indebtedness” means, with respect to any person, and without duplication, (a) all indebtedness,
obligations and other liabilities (contingent or otherwise) of such person for borrowed money (including obligations of the Company in respect of overdrafts, foreign exchange contracts, currency exchange agreements, interest rate protection
agreements, and any loans or advances from banks, whether or not evidenced by notes or similar instruments) or evidenced by bonds, debentures, notes or similar instruments (whether or not the recourse of the lender is to the whole of the assets of
such person or to only a portion thereof) (other than any account payable or other accrued current liability or obligation incurred in the ordinary course of business in connection with the obtaining of materials or services), (b) all
reimbursement obligations and other liabilities (contingent or otherwise) of such person with respect to letters of credit, bank guarantees or bankers’ acceptances, (c) all obligations and liabilities (contingent or otherwise) in respect
of leases of such person required, in conformity with generally accepted accounting principles, to be accounted for as capitalized lease obligations on the balance sheet of such person and all obligations and other liabilities (contingent or
otherwise) under any lease or related document (including a purchase agreement) in connection with the lease of real property which provides that such person is contractually obligated to purchase or cause a third party to purchase the leased
property and thereby guarantee a minimum residual value of the leased property to the lessor and the obligations of such person under such lease or related document to purchase or to cause a third party to purchase such leased property, (d) all
obligations of such person (contingent or otherwise) with respect to an interest rate or other swap, cap or collar agreement or other similar instrument or agreement or foreign currency hedge, exchange, purchase or similar instrument or agreement,
(e) all direct or indirect guarantees or similar agreements by such person in respect of, and obligations or liabilities (contingent or otherwise) of such person to purchase or otherwise acquire or otherwise assure a creditor against loss in
respect of indebtedness, obligations or liabilities of another person of the kind described in clauses (a) through (d), (f) any indebtedness or other obligations described in clauses (a) through (e) secured by any mortgage, pledge,
lien or other encumbrance existing on property which is owned or held by such person, regardless of whether the indebtedness or other obligation secured thereby shall have been assumed by such person and (g) any and all refinancings,
replacements, deferrals, renewals, extensions and refundings of, or amendments, modifications or supplements to, any indebtedness, obligation or liability of the kind described in clauses (a) through (f). 

“Indenture” means this Subordinated Indenture as amended or supplemented from time to time and shall include the form and
terms of particular Series of Securities established as contemplated hereunder. 
 “interest” with respect to any Discount
Security which by its terms bears interest only after Maturity, means interest payable after Maturity. 
 “Maturity,” when
used with respect to any Security or installment of principal thereof, means the date on which the principal of such Security or such installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or
by declaration of acceleration, call for redemption, or otherwise. 
 “Officer” means the Chief Executive Officer, the
President, any Vice President, the Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of the Company. 

  
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 “Officers’ Certificate” means a certificate signed by two Officers, one of
whom must be the Company’s principal executive officer, principal financial officer or principal accounting officer. 

“Opinion of Counsel” means a written opinion of legal counsel who is reasonably acceptable to the Trustee. The counsel may be
an employee of or counsel to the Company. 
 “person” means any individual, corporation, partnership, joint venture,
association, limited liability company, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. 

“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, if any, on such Securities are payable as specified and as contemplated by Section 2.1. 

“principal” or “principal amount” of a Security means the principal amount of the Security plus, when
appropriate, the premium, if any, on, and any Additional Amounts in respect of, the Security. 
 “Representative” means the
(a) indenture trustee or other trustee, agent or representative for any Senior Indebtedness or (b) with respect to any Senior Indebtedness that does not have any such trustee, agent or other representative, (i) in the case of such
Senior Indebtedness issued pursuant to an agreement providing for voting arrangements as among the holders or owners of such Senior Indebtedness, any holder or owner of such Senior Indebtedness acting with the consent of the required persons
necessary to bind such holders or owners of such Senior Indebtedness and (ii) in the case of all other such Senior Indebtedness, the holder or owner of such Senior Indebtedness. 

“Responsible Officer” means any officer of the Trustee in its Corporate Trust Office and also means, with respect to a
particular corporate trust matter, any other officer to whom any corporate trust matter is referred because of his or her knowledge of and familiarity with a particular subject, in each case, who has direct responsibility for the administration of
this Indenture. 
 “SEC” means the Securities and Exchange Commission. 

“Securities” means the debentures, notes or other debt instruments of the Company of any Series authenticated and delivered
under this Indenture. 
 “Senior Indebtedness” means the principal, premium, if any, unpaid interest (including interest
accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company), fees, charges, expenses, reimbursement and indemnification obligations, and all other amounts payable under or in respect of the following
indebtedness of the Company: 
  

	 	•	 	any obligation (a) for money borrowed or purchased by the Company; (b) for the payment of the purchase price of any business, property or assets evidenced by a bond, note, debenture or similar instrument or
agreement (including purchase money obligations), whether by purchase, merger, consolidation or otherwise; or (c) which is a direct or indirect obligation which arises as a result of banker’s acceptances or bank letters of credit issued to
secure obligations of the Company, or to secure the payment of revenue bonds issued for the benefit of the Company whether contingent or otherwise; 

  

	 	•	 	any obligation of the Company as lessee under any lease of property which is reflected on the Company’s balance sheet as a capitalized lease; 


  
 4 









	 	•	 	any obligation to general creditors, which shall not include trade creditors; 

  

	 	•	 	any obligation arising from direct credit substitutes; 

  

	 	•	 	any obligation associated with derivative products such as interest rate and currency exchange contracts, foreign exchange contracts, commodity contracts or any similar arrangements; and 


 

	 	•	 	all obligations of the type referred to in the first five bullet points above of other persons or entities for the payment of which the Company is responsible or liable as obligor, guarantor or otherwise, whether or not
classified as a liability on a balance sheet prepared in accordance with GAAP, 

 in each case, whether now outstanding, or created, assumed,
incurred or guaranteed in the future. With respect to any Series of Securities, Senior indebtedness excludes any indebtedness that: 
  

	 	•	 	expressly states that it is junior to, or ranks equally in right of payment with, such Series of Securities; or 

  

	 	•	 	is identified as junior to, or equal in right of payment with, such Series of Securities in any board resolution establishing such series of subordinated indebtedness or in any supplemental indenture. 


Notwithstanding the foregoing, and for the avoidance of doubt, if the Federal Reserve (or other competent regulatory agency or authority) promulgates any rule
or issues any interpretation that defines general creditor(s), the main purpose of which is to establish criteria for determining whether the subordinated debt of a financial or bank holding company is to be included in its capital, then the term
“general creditors” as used in this definition of “Senior Indebtedness” will have the meaning as described in that rule or interpretation. 

“Series” or “Series of Securities” means each series of debentures, notes or other debt instruments of the
Company created pursuant to Sections 2.1 and 2.2. 
 “Stated Maturity” when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. 

“Subsidiary” of any specified person means any corporation, association or other business entity of which more than 50% of
the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such
person or one or more of the other Subsidiaries of that person or a combination thereof. 
 “TIA” means the Trust Indenture
Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of this Indenture; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the extent required
by any such amendment, the Trust Indenture Act as so amended. 

  
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 “Trustee” means the person named as the “Trustee” in the first
paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean each person who is then a Trustee hereunder, and if at any time
there is more than one such person, “Trustee” as used with respect to the Securities of any Series shall mean the Trustee with respect to Securities of that Series. 

“U.S. Government Obligations” means securities which are (a) direct obligations of the United States of America for the
payment of which its full faith and credit is pledged or (b) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States of America, and which in the case of clauses (a) and (b) are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or
trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. 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 U.S. Government Obligation
evidenced by such depository receipt. 
 Section 1.2    Other Definitions. 

 

					
	Term	  	Defined in Section	 
	 “Bankruptcy Law”
	  	 	6.1	 
	 “Custodian”
	  	 	6.1	 
	 “Event of Default”
	  	 	6.1	 
	 “Legal Holiday”
	  	 	10.7	 
	 “mandatory sinking fund payment”
	  	 	11.1	 
	 “optional sinking fund payment”
	  	 	11.1	 
	 “Paying Agent”
	  	 	2.4	 
	 “Payment Blockage Notice”
	  	 	12.2	 
	 “Registrar”
	  	 	2.4	 
	 “Service Agent”
	  	 	2.4	 
	 “successor person”
	  	 	5.1	 

 Section 1.3    Incorporation by Reference of Trust Indenture Act. Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings: 

“Commission” means the SEC. 

“indenture securities” means the Securities. 

“indenture security holder” means a Securityholder. 

“indenture to be qualified” means this Indenture. 

“indenture trustee” or “institutional trustee” means the Trustee. 

“obligor” on the indenture securities means the Company and any successor obligor upon the Securities. 

  
 6 








 All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to
another statute or defined by SEC rule under the TIA and not otherwise defined herein are used herein as so defined. 

Section 1.4    Rules of Construction. Unless the context otherwise requires: 

 

	 	(a)	a term has the meaning assigned to it; 

  

	 	(b)	an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 

  

	 	(c)	references to “generally accepted accounting principles” shall mean generally accepted accounting principles of the United States, consistently applied, in effect as of the time when and for the period as
to which such accounting principles are to be applied; 

  

	 	(d)	“or” is not exclusive; 

  

	 	(e)	words in the singular include the plural, and in the plural include the singular; 

  

	 	(f)	the words “include,” “including” and other words of similar import mean “include, without limitation” or “including, without limitation,” regardless of whether any reference to
“without limitation” or words of similar import is made; and the included items do not limit the scope of the more general terms; and the listed included items are covered whether or not they are within the scope of the more general terms;


  

	 	(g)	provisions apply to successive events and transactions; 

  

	 	(h)	references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time. 


ARTICLE II 
 THE
SECURITIES 
 Section 2.1    Issuable in Series. The aggregate principal amount of Securities that may
be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Series. All Securities of a Series shall be identical except as may be set forth or determined in the manner provided in a Board
Resolution, supplemental indenture or Officers’ Certificate detailing the adoption of the terms thereof pursuant to authority granted under a Board Resolution. In the case of Securities of a Series to be issued from time to time, the Board
Resolution, Officers’ Certificate or supplemental indenture detailing the adoption of the terms thereof pursuant to authority granted under a Board Resolution may provide for the method by which specified terms (such as interest rate, maturity
date, record date or date from which interest shall accrue) are to be determined. Securities may differ between Series in respect of any matters; provided that all Series of Securities shall be equally and ratably entitled to the benefits of
the Indenture, but all Securities issued hereunder shall be subordinate and junior in right of payment, to the extent and in the manner set forth in Article XII, to all Senior Indebtedness of the Company. 

Section 2.2    Establishment of Terms of Series of Securities. At or prior to the issuance of any Securities
within a Series, the following shall be established (as to the Series generally, in the case of Section 2.2(a) and either as to such Securities within the Series or as to the Series generally, in the case of


  
 7 








 
Sections 2.2(b) through 2.2(t)) by or pursuant to a Board Resolution, and set forth or determined in the manner provided in a Board Resolution, supplemental indenture or an Officers’
Certificate: 
  

	 	(a)	the title of the Series (which shall distinguish the Securities of that particular Series from the Securities of any other Series); 

  


	 	(b)	the price or prices (expressed as a percentage of the principal amount thereof) at which the Securities of the Series will be issued; 


 

	 	(c)	any limit upon the aggregate principal amount of the Securities of the Series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to Section 2.7, 2.8, 2.11, 3.6 or 9.6); 

  

	 	(d)	the date or dates on which the principal of the Securities of the Series is payable; 

  

	 	(e)	the rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to determine such rate or rates (including, but not limited to, any commodity, commodity index, stock exchange index or
financial index) at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest, if any, shall accrue, the date or dates on which such interest, if any, shall commence and be payable and any regular
record date for the interest payable on any interest payment date; 

  

	 	(f)	if other than Dollars, the foreign currency or foreign currencies in which the Securities of the Series are denominated; 

  

	 	(g)	if other than the coin, currency or currencies in which the Securities of the Series are denominated, the coin, currency or currencies in which payment of the principal of or interest on the Securities of the Series
shall be payable, including composite currencies or currency units; 

  

	 	(h)	if the principal of or interest on the Securities of the Series are to be payable, at the election of the Issuer or a Holder thereof, in a coin or currency other than that in which the Securities of the Series are
denominated, the period or periods within which, and the terms and conditions upon which, such election may be made; 

  

	 	(i)	the Place of Payment where the principal of and interest, if any, on the Securities of the Series shall be payable, where the Securities of such 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 such Series and this Indenture may be served, and the method of such payment, if by wire transfer, mail or other means; 


 

	 	(j)	if applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which the Securities of the Series may be redeemed, in whole or in part, at the option of the Company;


  

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


  
 8 









	 	(l)	the dates, if any, on which and the price or prices at which the Securities of the Series will be repurchased by the Company at the option of the Holders thereof and other detailed terms and provisions of such
repurchase obligations; 

  

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


 

	 	(n)	the forms of the Securities of the Series in bearer or fully registered form (and, if in fully registered form, whether the Securities will be issuable as Global Securities); 


 

	 	(o)	if other than the entire principal amount thereof, the portion of the principal amount of the Securities of the Series that shall be payable upon declaration of acceleration of the maturity thereof pursuant to
Section 6.2; 

  

	 	(p)	the provisions, if any, relating to any lien, security or encumbrance provided for the Securities of the Series; 

  

	 	(q)	any addition to or change in the Events of Default which applies to any Securities of the Series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount
thereof due and payable pursuant to Section 6.2; 

  

	 	(r)	any addition to or change in the covenants set forth in Article IV or V which applies to Securities of the Series; 

  

	 	(s)	any other terms of the Securities of the Series (which may modify or delete any provision of this Indenture insofar as it applies to such Series); and 


 

	 	(t)	any depositories, interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of such Series if other than those appointed herein. 


All Securities of any one Series need not be issued at the same time and may be issued from time to time, consistent with the terms of this
Indenture, if so provided by or pursuant to the Board Resolution, supplemental indenture hereto or Officers’ Certificate referred to above, and the authorized principal amount of any Series may not be increased to provide for issuances of
additional Securities of such Series, unless otherwise provided in such Board Resolution, supplemental indenture or Officers’ Certificate. 

Section 2.3    Execution and Authentication. 

One Officer shall sign the Securities for the Company by manual or facsimile signature. 

If an Officer whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security shall
nevertheless be valid. 
 A Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating
agent. Such a signature shall be conclusive evidence that the Security has been authenticated under this Indenture. 
 The Trustee shall at
any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officers’ 

  
 9 








 
Certificate, upon receipt by the Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly
authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Each Security shall be dated the date of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an
Officers’ Certificate. 
 The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit
upon the maximum principal amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section 2.2, except as provided in Section 2.8. 

Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.2) shall be fully protected
in relying on: (a) the Board Resolution, supplemental indenture hereto or Officers’ Certificate establishing the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or of
Securities within that Series, (b) an Officers’ Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4. 

The Trustee shall have the right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, being advised
by counsel, determines that such action may not be taken lawfully; or (b) if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to Holders of any then outstanding Series of Securities. 

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate of
the Company. 
 Section 2.4    Registrar and Paying Agent. The Company shall maintain, with respect to each
Series of Securities, at the Place of Payment specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (the “Paying Agent”),
where Securities of such Series may be surrendered for registration of transfer or exchange (the “Registrar”) and where notices and demands (other than service of process) to or upon the Company in respect of the Securities of such
Series and this Indenture may be served (the “Service Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the
Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to
furnish the Trustee with the name and 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 Trustee as its agent to receive all
such presentations, surrenders, notices and demands (other than any service of process). 
 The Company may also from time to time designate
one or more co-registrars, additional paying agents or additional service agents 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 obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 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 name or address of any such co-registrar, additional paying agent or additional service agent. The term
“Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. 

  
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 The Company hereby appoints the Trustee as the initial Registrar, Paying Agent and Service Agent
for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued. 

Section 2.5    Paying Agent to Hold Money in Trust. The Company shall require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent will hold in trust, for the benefit of Securityholders of any Series of Securities, or the Trustee, all money held by the Paying Agent for the payment of principal of or interest on the Series of
Securities, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for the money. If the Company or a
Subsidiary of the Company acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Securityholders of any Series of Securities all money held by it as Paying Agent. 

Section 2.6    Securityholder Lists. The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of Securityholders of each Series of Securities and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall furnish to the
Trustee at least ten days before each interest payment date and at such other times as the Trustee may request in writing a list, in such form and as of such date as the Trustee may reasonably require, of the names and addresses of Securityholders
of each Series of Securities. 
 Section 2.7    Transfer and Exchange. Where Securities of a Series are
presented to the Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Securities of the same Series, the Registrar shall register the transfer
or make the exchange if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Trustee shall authenticate Securities at the Registrar’s request. No service charge shall be made for any
registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any
such transfer tax or similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.6 or 9.6). 
 Neither the Company
nor the Registrar shall be required (a) to issue, register the transfer of, or exchange Securities of any Series for the period beginning at the opening of business 15 days immediately preceding the mailing of a notice of redemption of
Securities of that Series selected for redemption and ending at the close of business on the day of such mailing, or (b) to register the transfer of or exchange Securities of any Series selected, called or being called for redemption as a whole
or the portion being redeemed of any such Securities selected, called or being called for redemption in part. 

Section 2.8    Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to
the Trustee, the Company shall execute and the Trustee shall authenticate and make available for delivery in exchange therefor a new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously
outstanding. 
 If there shall be delivered to the Company and the Trustee (a) evidence to their satisfaction of the destruction, loss
or theft of any Security and (b) such security or satisfactory indemnity as may be 

  
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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 its request the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Security, a new Security of the same Series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding. 
 In case any such mutilated, destroyed, lost or stolen Security has become,
or will become within one year, due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 

Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 

Every new Security of any Series issued pursuant to this Section in lieu of any 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 2.9    Outstanding Securities. The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions hereof and those described in this
Section as not outstanding. 
 If a Security is replaced pursuant to Section 2.8, it ceases to be outstanding until the Trustee
receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. 
 If the Paying Agent (other than the
Company, a Subsidiary of the Company or an Affiliate of the Company) holds on the Maturity of Securities of a Series money sufficient to pay such Securities payable on that date, then on and after that date such Securities of the Series cease to be
outstanding and interest on them ceases to accrue (to the extent of the Maturity of such Security if less than the entire principal amount is due and payable on such date of Maturity). 

A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. 

In determining whether the Holders of the requisite principal amount of outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.2. 

Section 2.10    Treasury Securities. In determining whether the Holders of the required principal amount of
Securities of a Series have concurred in any request, demand, authorization, direction, notice, consent or waiver, Securities of a Series owned by the Company shall be disregarded, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such request, demand, authorization, direction, notice, consent or waiver, only Securities of a Series that the Trustee actually knows are so owned shall be so disregarded. 

  
 12 








 Section 2.11    Temporary Securities. Until definitive Securities
are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities upon a Company Order. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company
considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee upon request shall authenticate definitive Securities of the same Series and Stated Maturity in exchange for temporary Securities.
Until so exchanged, temporary Securities shall have the same rights under this Indenture as the definitive Securities. 

Section 2.12    Cancellation. All Securities and coupons 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 and coupons and Securities and
coupons surrendered directly to the Trustee for any such purpose shall be promptly cancelled by the Trustee. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which
the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered 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 and coupons held by the Trustee shall be destroyed by the Trustee in accordance with its customary procedures. The Company by Company Order may direct the Trustee to deliver a certificate of such destruction to the
Company. 
 Section 2.13    Defaulted Interest. If the Company defaults in a payment of interest on a Series
of Securities, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on the defaulted interest, to the persons who are Securityholders of the Series on a subsequent special record date. The Company shall fix
the record date and payment date. At least 10 days before the record date, the Company shall mail to the Trustee and to each Securityholder of the Series a notice that states the record date, the payment date and the amount of interest to be paid.
The Company may pay defaulted interest in any other lawful manner. 
 Section 2.14    Global Securities.

  

	 	(a)	Terms of Securities. A Board Resolution, a supplemental indenture hereto or an Officers’ Certificate shall establish whether the Securities of a Series shall be issued in whole or in part in the form of one
or more Global Securities and the Depository for such Global Security or Securities. 

  

	 	(b)	 Transfer and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.7 and in
addition thereto, any Global Security shall be exchangeable pursuant to Section 2.7 for Securities registered in the names of Holders other than the Depository for such Security or its nominee only if (i) such Depository notifies the
Company that it is unwilling or unable to continue as Depository for such Global Security or if at any time such Depository ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Company fails to appoint a
successor Depository registered as a clearing agency under the Exchange Act within 90 days of such event, (ii) the Company 



  
 13 









	 	
executes and delivers to the Trustee an Officers’ Certificate to the effect that such Global Security shall be so exchangeable or (iii) an Event of Default with respect to the
Securities represented by such Global Security shall have happened and be continuing. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as the Depository shall
direct in writing in an aggregate principal amount equal to the principal amount of the Global Security with like tenor and terms. 


Except as provided in this Section 2.14(b), a Global Security may not be transferred except as a whole by the Depository with respect to such
Global Security to a nominee of such Depository, by a nominee of such Depository to such Depository or another nominee of such Depository or by the Depository or any such nominee to a successor Depository or a nominee of such a successor Depository.

  

	 	(c)	Legend. Any Global Security issued hereunder shall bear a legend in substantially the following form: 


“This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the
Depository or a nominee of the Depository. This Security is exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and may not be
transferred except as a whole by the Depository to a nominee of the Depository, by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of
such a successor Depository.” 
  

	 	(d)	Acts of Holders. The Depository, as a Holder, may appoint agents and otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a
Holder is entitled to give or take under the Indenture. 

  

	 	(e)	Payments. Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section 2.2, payment of the principal of and interest, if any, on any Global Security shall be
made to the Holder thereof. 

  

	 	(f)	Consents, Declaration and Directions. Except as provided in Section 2.14(e), the Company, the Trustee and any Agent shall treat a person as the Holder of such principal amount of outstanding Securities of such
Series represented by a Global Security as shall be specified in a written statement of the Depository with respect to such Global Security, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the
Holders pursuant to this Indenture. 

 Section 2.15    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 elements of identification printed on the Securities,
and any such redemption shall not be affected by any defect in or omission of such numbers. 

  
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 ARTICLE III 

REDEMPTION 

Section 3.1    Notice to Trustee. The Company may, with respect to any Series of Securities, reserve the right
to redeem and pay the Series of Securities or may covenant to redeem and pay the Series of Securities or any part thereof prior to the Stated Maturity thereof at such time and on such terms as provided for in such Securities. If a Series of
Securities is redeemable and the Company wants or is obligated to redeem prior to the Stated Maturity thereof all or part of the Series of Securities pursuant to the terms of such Securities, it shall notify the Trustee of the redemption date and
the principal amount of Series of Securities to be redeemed. The Company shall give the notice at least 15 days before the redemption date (or such shorter notice as may be acceptable to the Trustee). 

Section 3.2    Selection of Securities to be Redeemed. Unless otherwise indicated for a particular Series by a
Board Resolution, a supplemental indenture or an Officers’ Certificate, 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 45 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, by such method as the Trustee shall deem fair and
appropriate, and, in the case of global Securities, in accordance with the procedures of the depositary; provided that such method complies with the rules of any national securities exchange or quotation system on which the Securities are
listed, and 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; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Security not redeemed to less than the minimum
authorized denomination for Securities of such Series. 
 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. 

Notwithstanding the foregoing, if any Security to be redeemed is a Global Security then any partial redemption of that Series of Securities
will be made in accordance with the Depository’s applicable procedures among all Holders of such Series of Securities. 

Section 3.3    Notice of Redemption. Unless otherwise indicated for a particular Series by Board Resolution, a
supplemental indenture hereto or an Officers’ Certificate, at least 15 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption by first-class mail to each Holder whose Securities are to be redeemed
and, if such redemption relates to outstanding Bearer Securities, publish on one occasion a notice in an Authorized Newspaper. 
 The notice
shall identify the Securities of the Series to be redeemed and shall state: 
  

	 	(a)	the redemption date; 

  

	 	(b)	the redemption price and accrued interest, if any, to the redemption date payable as provided; 


  
 15 









	 	(c)	the name and address of the Paying Agent; 

  

	 	(d)	that Securities of the Series called for redemption must be surrendered to the Paying Agent to collect the redemption price; 

  

	 	(e)	that, unless the Company defaults in making such redemption payment, interest on Securities of the Series called for redemption ceases to accrue on and after the redemption date; 


 

	 	(f)	the CUSIP number, if any; 

  

	 	(g)	any conditions precedent that must be satisfied prior to the redemption; and 

  

	 	(h)	any other information as may be required by the terms of the particular Series or the Securities of a Series being redeemed. 


At the Company’s request given at least five Business Days prior to the date such notice is to be delivered to Holders, the Trustee shall
give the notice of redemption in the Company’s name and at its expense. In connection with any redemption of a Series of Securities, any such redemption may, at the Company’s discretion, be subject to one or more conditions precedent. 

Section 3.4    Effect of Notice of Redemption. Once notice of redemption is mailed or published as provided in
Section 3.3, Securities of a Series called for redemption become due and payable on the redemption date and at the redemption price, subject to, with respect to any redemption that is conditioned upon the satisfaction of any conditions
precedent, (i) the delay of such redemption date until such time as any or all of such conditions precedent have been satisfied (or waived by the Company in its sole discretion) or (ii) the revocation of such redemption if the Company
determines that such conditions precedent will not be satisfied (or waived by the Company in its sole discretion). Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price plus accrued interest to, but excluding, the
redemption date; provided that installments of interest 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 at the close of business
on the relevant record date therefor according to their terms and the terms of this Indenture. 
 Unless otherwise indicated for a
particular Series by Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, nothing in this Indenture shall otherwise prohibit or prevent, the Company or its Affiliates from, at any time, and from time to time, acquiring
any Series of Securities, whether through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as
the Company or any such affiliates may determine. 
 Section 3.5    Deposit of Redemption Price. On or
before the redemption date, the Company shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued interest, if any, on all Securities to be redeemed on that date. 

Section 3.6    Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Trustee
shall authenticate for the Holder a new Security of the same Series and the same maturity equal in principal amount to the unredeemed portion of the Security surrendered. 

  
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 ARTICLE IV 

COVENANTS 

Section 4.1    Payment of Principal and Interest. The Company covenants and agrees for the benefit of the
Holders of each Series of Securities that it will duly and punctually pay the principal of and interest, if any, on the Securities of that Series in accordance with the terms of such Securities and this Indenture. 

Section 4.2    SEC Reports. The Company shall deliver to the Trustee within 15 days after it files them with
the SEC 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 SEC may by rules and regulations prescribe) which the Company is required to file with the SEC
pursuant to Section 13 or 15(d) of the Exchange Act. The Company also shall comply with the other provisions of TIA Section 314(a). The availability of the foregoing materials on the SEC’s EDGAR service (or any successor thereto) shall be
deemed to satisfy the Company’s obligations to furnish such materials to the Trustee. 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 an Officers’ Certificate). The Trustee shall have no duty to monitor whether any such filings on EDGAR have been made. 

Section 4.3    Compliance Certificate. The Company shall deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company (beginning with the fiscal year ending immediately following the execution of this Indenture), an officer’s certificate (which need not comply with Section 10.5) from the principal executive,
financial or accounting officer of the Company stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining
whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to such officer signing such certificate, that to the best of his/her knowledge the Company has kept, observed, performed
and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all
such Defaults or Events of Default of which he may have knowledge). 
 The Company will, so long as any of the Securities are outstanding,
deliver to the Trustee, within 30 days upon becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

 Section 4.4    Stay, Extension and Usury Laws. The Company covenants (to the extent that it may lawfully
do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture or the Securities and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not, by resort to any such law, 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 has been enacted. 

Section 4.5    Corporate Existence. Subject to Article V, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence and the rights (charter and statutory), licenses and franchises of the Company; provided, however, that the Company shall not be required to preserve any
such right, license or franchise if it determines that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries taken as a whole and that the loss thereof is not adverse in any material
respect to the Holders. 

  
 17 








 Section 4.6    Taxes. The Company shall pay prior to delinquency
all material taxes, assessments and governmental levies, except as contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders. 

ARTICLE V 
 SUCCESSORS

 Section 5.1    When Company May Merge, Etc. The Company shall not consolidate with or merge with or
into, or convey, transfer or lease all or substantially all of its properties and assets to, any person (a “successor person”), nor shall the Company permit any other person to consolidate with or merge into it or convey, transfer or lease
all or substantially all of its properties and assets to it, in either case unless: 
  

	 	(a)	the Company is the surviving corporation or the successor person (if other than the Company) is a corporation organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes, by a
supplemental indenture, the Company’s obligations on the Securities and under this Indenture; and 

  

	 	(b)	immediately after giving effect to the transaction, and treating any indebtedness that becomes the obligation of the Company or any of its Subsidiaries as having been incurred at the effective date of such transaction
no Default or Event of Default shall have occurred and be continuing. 

 The Company shall deliver to the Trustee prior to the
consummation of the proposed transaction an Officers’ Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction, and any such assumption, complies with this Article V. 

Section 5.2    Successor Corporation Substituted. Upon any consolidation or merger, or any sale, lease,
conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale,
lease, conveyance or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor person has been named as the Company
herein; provided, however, that the predecessor Company in the case of a sale, conveyance or other disposition (other than a lease) shall be released from all obligations and covenants under this Indenture and the Securities. 

ARTICLE VI 
 DEFAULTS AND
REMEDIES 
 Section 6.1    Events of Default. “Event of Default,” wherever used herein with
respect to Securities of any Series, means any one of the following events, unless in the establishing Board Resolution, supplemental indenture or Officers’ Certificate, it is provided that such Series shall not have the benefit of said Event
of Default: 
  

	 	(a)	 default in the payment of any interest on, or any Additional Amounts in respect of, the Securities of that Series
when it becomes due and payable, and continuance of such 



  
 18 









	 	
default for a period of 30 days (unless the entire amount of such payment is deposited by the Company with the Trustee or with a Paying Agent prior to the expiration of such period of 30 days);


  

	 	(b)	default in the payment of principal (or premium, if any) of any Security of that Series at its Maturity; 

  

	 	(c)	default in the deposit of any sinking fund payment, when and as due in respect of any Security of that Series; 

  

	 	(d)	default in the performance or breach of any covenant or warranty of the Company in this Indenture, and the continuance of such default or breach (without such default or breach having been waived in accordance with the
provisions of this Indenture) for a period of 90 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 not less than 25.0% in aggregate 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” under this Indenture. 


 

	 	(e)	the Company pursuant to or within the meaning of any Bankruptcy Law: 

  

	 	i.	commences a voluntary case, 

  

	 	ii.	consents to the entry of an order for relief against it in an involuntary case, 

  

	 	iii.	consents to the appointment of a Custodian of it or for all or substantially all of its property, 

  

	 	iv.	makes a general assignment for the benefit of its creditors, or 

  

	 	v.	generally is unable to pay its debts as the same become due; or 

  

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

  

	 	i.	is for relief against the Company in an involuntary case, 

  

	 	ii.	appoints a Custodian of the Company or for all or substantially all of its property, or 

  

	 	iii.	orders the liquidation of the Company, and the order or decree remains unstayed and in effect for 60 days; or 

  

	 	(g)	any other Event of Default provided with respect to Securities of that Series, which is specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, in accordance with Section
2.2(q). 

 The term “Bankruptcy Law” means title 11, U.S. Code or any similar Federal or State law for the relief of
debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. 

  
 19 








 Section 6.2    Acceleration of Maturity; Rescission and
Annulment. Except to the extent provided otherwise in the establishing Board Resolution, supplemental indenture or Officers’ Certificate for such Series, if an Event of Default with respect to Securities of any Series at the time
outstanding occurs and is continuing (other than an Event of Default referred to in Section 6.1(e) or 6.1(f)), then in every such case the Trustee or the Holders of not less than 25.0% in aggregate principal amount of the outstanding Securities of
that Series may declare the principal amount (or, if any Securities of that Series are Discount Securities, such portion of the principal amount as may be specified in the terms of such Securities) of and accrued and unpaid interest, if any, on all
of 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 Holders), and upon any such declaration such principal amount (or portion thereof) and accrued and unpaid
interest, if any, shall become immediately due and payable. If an Event of Default specified in Section 6.1(e) or 6.1(f) shall occur, the principal amount (or portion thereof) of and accrued and unpaid interest, if any, on all outstanding Securities
shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 

At any time after such a declaration of acceleration with respect to 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 all Events of Default with respect to Securities of that Series, other than the non-payment of the principal and interest, if any, of Securities of that Series
which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13. 
 No such
rescission shall affect any subsequent Default or impair any right consequent thereon. 

Section 6.3    Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if:

  

	 	(a)	default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, 


 

	 	(b)	default is made in the payment of principal of any Security at the Maturity thereof, or 

  

	 	(c)	default is made in the deposit of any sinking fund payment when and as due by the terms of a Security, 

 then,
the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and interest and, to the extent that payment of such interest shall be
legally enforceable, interest on any overdue principal and any overdue interest at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
 If the
Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to
judgment or final decree and may enforce the same against the Company or any other obligor upon such Securities and collect the moneys adjudged or deemed to be payable in the manner provided by law out of the property of the Company or any other
obligor upon such Securities, wherever situated. 

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

Section 6.4    Trustee may File Proofs of Claim. In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors,
the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment
of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Securities and
to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and
of the Holders allowed in such judicial proceeding, and (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same, and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7. 

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

Section 6.5    Trustee may Enforce Claims Without Possession of Securities. All rights of action and claims
under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and outside counsel,
be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered. 

Section 6.6    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 interest, upon presentation of the Securities and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid: 
 First: To the payment of all amounts due the Trustee under
Section 7.7; and 
 Second: To the payment of the amounts then due and unpaid for principal of and interest on the Securities in
respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and interest, respectively; and 

  
 21 








 Third: To the Company. 

Section 6.7    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: 
  

	 	(a)	such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that Series; 


 

	 	(b)	the Holders of not less than 25.0% in aggregate 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 under this Indenture; 

  

	 	(c)	such Holder or Holders have offered to the Trustee security and indemnity satisfactory to it against the costs, expenses, and liabilities to be incurred in complying with such request; 


 

	 	(d)	the Trustee for 60 days after its receipt of such notice, request, and offer of security and indemnity has failed to institute any such proceeding; and 


 

	 	(e)	no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the
outstanding Securities of that Series. 

 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 provided in this Indenture and for the equal and ratable benefit of all such Holders. 

Section 6.8    Unconditional Right of Holders to Receive Principal and Interest. Notwithstanding any other
provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on such Security on the Stated Maturity or Stated Maturities expressed in
such Security (or, in the case of redemption, on the redemption date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 

Section 6.9    Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding
to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination
in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted. 
 Section 6.10    Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in Section 2.8, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in


  
 22 








 
equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not, to the extent permitted by law, prevent the concurrent assertion or employment of any
other appropriate right or remedy. 
 Section 6.11    Delay or Omission Not Waiver. No delay or omission of
the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and
remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 

Section 6.12    Control by Holders. The Holders of 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: 
  

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

  

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

  

	 	(c)	subject to the provisions of Section 6.1, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer of the Trustee, determine that the
proceeding so directed would involve the Trustee in personal liability. 

 Section 6.13    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 (a) in the payment of the principal of or interest on any Security of such Series (provided, however, that the Holders of a majority in principal amount of the outstanding Securities
of any Series may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) or (b) in respect of a covenant or provision hereof which cannot be modified or amended without the
consent of the Holder of each outstanding Security of such Series affected. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture;
but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 

Section 6.14    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, suffered or
omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, 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 Company, 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 aggregate principal amount of the outstanding Securities of any Series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of or interest on any Security on or after the Stated Maturity or Stated Maturities expressed in such Security (or, in the case of redemption, on the redemption date). 

  
 23 








 ARTICLE VII 

TRUSTEE 

Section 7.1    Duties of Trustee. 
  

	 	(a)	If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person
would exercise or use under the circumstances in the conduct of their own affairs. 

  

	 	(b)	Except during the continuance of an Event of Default: 

  

	 	i.	The Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee. The Trustee
shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers. The Trustee is not required to give any bond or surety with respect to the performance of its duties or the
exercise of its powers under this Indenture. The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so. 


 

	 	ii.	In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon Officers’ Certificates or Opinions of
Counsel furnished to the Trustee and conforming to the requirements of this Indenture; however, in the case of any such Officers’ Certificates or Opinions of Counsel which by any provisions hereof are specifically required to be furnished to
the Trustee, the Trustee shall examine such Officers’ Certificates and Opinions of Counsel to determine whether or not they conform to the requirements of this Indenture. 


 

	 	(c)	The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misconduct, except that: 


 

	 	i.	This paragraph does not limit the effect of paragraph (b) of this Section. 

  

	 	ii.	The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts. 


 

	 	iii.	The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it with respect to Securities of any Series in good faith in accordance with the direction of the Holders of not less
than a majority in aggregate principal amount of the outstanding Securities of such Series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon
the Trustee, under this Indenture with respect to the Securities of such Series. 

  

	 	(d)	Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c) and (g) of this Section. 


  
 24 









	 	(e)	The Trustee may refuse to perform any duty or exercise any right or power at the request or direction of any Holder unless it receives security or indemnity satisfactory to it against any loss, liability or expense.


  

	 	(f)	The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to
the extent required by law. 

  

	 	(g)	No provision of this Indenture shall require the Trustee to risk its own funds or otherwise incur any financial liability in the performance of any of its duties, 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 satisfactory indemnity against such risk is not assured to it. 

  

	 	(h)	The Paying Agent, the Registrar and any authenticating agent shall be entitled to the protections, immunities and standard of care as are set forth in paragraphs (b) and (c) of this Section with respect to the
Trustee. 

 Section 7.2    Rights of Trustee. 

 

	 	(a)	The Trustee may rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not
investigate any fact or matter stated in the document. 

  

	 	(b)	Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate, an Opinion of Counsel, or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officers’ Certificate and/or Opinion of Counsel. 

  

	 	(c)	The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No Depository shall be deemed an agent of the Trustee and the Trustee shall not be
responsible for any act or omission by any Depository. 

  

	 	(d)	The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, provided that the Trustee’s conduct does not constitute
negligence or willful misconduct. 

  

	 	(e)	The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to
the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. 


 

	 	(f)	The Trustee 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 without negligence and in good faith and in reliance thereon. 

  

	 	(g)	 The Trustee may conclusively rely upon and shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, 



  
 25 









	 	
opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit. 

  

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


 

	 	(i)	Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section) to the Trustee is for information purposes only, and the Trustee’s receipts thereof shall not
constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with covenants under the Indenture, Securities, and guarantees (if any), as to
which the Trustee is entitled to rely exclusively on Officers’ Certificates. 

  

	 	(j)	The Trustee shall have no responsibility for monitoring the Company’s compliance with any of its covenants under this Indenture. 


 

	 	(k)	The Trustee shall not be responsible or liable for punitive, special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee
has been advised of the likelihood of such loss or damage and regardless of the form of actions. 

  

	 	(l)	Any permissive right of the Trustee to take or refrain from taking actions enumerated in this Indenture shall not be construed as a duty. 


 

	 	(m)	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. 

  

	 	(n)	The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities
of any Series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such
Series. 

 Section 7.3    Individual Rights of Trustee. The Trustee in its individual or any
other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or an Affiliate of the Company with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee is
also subject to Sections 7.10 and 7.11. 
 Section 7.4    Trustee’s Disclaimer. The
Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities, and it shall not be responsible for any statement in the
Securities other than its authentication. 

  
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 Section 7.5    Notice of Defaults. If a Default or Event of
Default occurs and is continuing with respect to the Securities of any Series and if it is known to a Responsible Officer of the Trustee, the Trustee shall mail to each Securityholder of the Securities of that Series and, if any Bearer Securities
are outstanding, publish on one occasion in an Authorized Newspaper, notice of a Default or Event of Default within 90 days after it occurs or, if later, after a Responsible Officer of the Trustee has knowledge of such Default or Event of Default.
Except in the case of a Default or Event of Default in payment of principal of or interest on any Security of any Series, the Trustee may withhold the notice if and so long as it in good faith determines that withholding the notice is in the
interests of Securityholders of that Series. 
 Section 7.6    Reports by Trustee to Holders. Within 60 days
after December 31 in each year, the Trustee shall transmit by mail to all Securityholders, as their names and addresses appear on the register kept by the Registrar and, if any Bearer Securities are outstanding, publish in an Authorized
Newspaper, a brief report dated as of such December 31, in accordance with, and to the extent required under, TIA Section 313. 

A copy of each report at the time of its mailing to Securityholders of any Series shall be filed with the SEC and each stock exchange, if any,
on which the Securities of that Series are listed. The Company shall promptly notify the Trustee when Securities of any Series are listed on any stock exchange. 

Section 7.7    Compensation and Indemnity. The Company shall pay to the Trustee from time to time compensation
for its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee
upon request for all reasonable expenses incurred by it. Such expenses shall include the reasonable documented compensation and out-of-pocket expenses of the
Trustee’s agents and outside counsel. 
 The Company shall indemnify each of the Trustee and any predecessor Trustee (including the
cost of defending itself) against any loss, liability, claim (including any between the parties to this Indenture), suit or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it
except as set forth in the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Trustee may have separate counsel
and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers,
directors, employees, shareholders and agents of the Trustee. 
 The Company need not reimburse any expense or indemnify against any loss or
liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee to the extent of its or their negligence or willful misconduct. 

To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any Series on all
money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on particular Securities of that Series. 

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(e) or 6.1(f) occurs, the expenses
and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. 

  
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 The provisions of this Section shall survive the resignation or removal of the Trustee and the
termination of this Indenture. 
 Section 7.8    Replacement of Trustee. A resignation or removal of the
Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section. 

The Trustee may resign with respect to the Securities of one or more Series by so notifying the Company at least 30 days prior to the date of
the proposed resignation. The Holders of a majority in principal amount of the Securities of any Series may remove the Trustee with respect to that Series by so notifying the Trustee and the Company. The Company may remove the Trustee with respect
to Securities of one or more Series if: 
  

	 	(a)	the Trustee fails to comply with Section 7.10; 

  

	 	(b)	the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; 


 

	 	(c)	a Custodian or public officer takes charge of the Trustee or its property; or 

  

	 	(d)	the Trustee becomes incapable of acting. 

 If the Trustee resigns or is removed or if a vacancy
exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding
Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company. 
 If a successor Trustee with respect
to the Securities of any one or more Series does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least a majority in principal amount of the Securities of the
applicable Series may petition any court of competent jurisdiction for the appointment of a successor Trustee. 
 A successor Trustee shall
deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee subject to the lien provided for in
Section 7.7, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee with respect to each Series of Securities for which it is acting as
Trustee under this Indenture. A successor Trustee shall mail a notice of its succession to each Securityholder of each such Series and, if any Bearer Securities are outstanding, publish such notice on one occasion in an Authorized Newspaper.
Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Company’s obligations under Section 7.7 shall continue for the benefit of the retiring Trustee with respect to expenses and liabilities incurred by it prior
to such replacement. 
 Section 7.9    Successor Trustee by Merger, Etc. If the Trustee consolidates with,
merges or converts into, or transfers all or substantially all of its corporate trust business to, another person, the successor person without any further act shall be the successor Trustee. 

Section 7.10    Eligibility; Disqualification. This Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1), 310(a)(2) and 310(a)(5). The Trustee shall always have a combined capital and surplus of at least $100,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply
with TIA Section 310(b). 

  
 28 








 Section 7.11    Referential Collection of Claims Against Company.
The Trustee is subject to TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated. 

ARTICLE VIII 

SATISFACTION AND DISCHARGE; DEFEASANCE 

Section 8.1    Satisfaction and Discharge of Indenture. This Indenture shall upon Company Order cease to be of
further effect (except as hereinafter provided in this Section 8.1), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when 

 

	 	(a)	either: 

  

	 	i.	all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or


  

	 	ii.	all such Securities not theretofore delivered to the Trustee for cancellation 

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

(3) 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; or 
 (4) are deemed paid and discharged pursuant to Section 8.3, as
applicable; 
 and the Company, in the case of clauses (1), (2) and (3) above, has irrevocably deposited or caused to be deposited with
the Trustee as trust funds in trust an amount sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such
deposit (in the case of Securities which have become due and payable on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be; 
  


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

  

	 	(c)	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 have been complied with. 

 Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 7.7, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.4, 2.7, 2.8, 8.1, 8.2 and 8.5 shall survive. 

  
 29 








 Section 8.2    Application of Trust Funds; Indemnification. 

 

	 	(a)	Subject to the provisions of Section 8.5, all money deposited with the Trustee pursuant to Section 8.1, all money and U.S. Government Obligations deposited with the Trustee pursuant to Section 8.3 or 8.4
and all money received by the Trustee in respect of U.S. Government Obligations deposited with the Trustee pursuant to Section 8.3 or 8.4, 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 (other than the Company acting as its own Paying Agent) as the Trustee may determine, to the persons entitled thereto, of the principal and interest for whose payment such money
has been deposited with or received by the Trustee or to make mandatory sinking fund payments or analogous payments as contemplated by Section 8.3 or 8.4. 

  

	 	(b)	The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government Obligations deposited pursuant to Section 8.3 or 8.4 or the interest and
principal received in respect of such obligations other than any payable by or on behalf of Holders. 

  

	 	(c)	The Trustee shall deliver or pay to the Company from time to time upon Company Request any U.S. Government Obligations or money held by it as provided in Section 8.3 or 8.4 which, in the opinion of a nationally
recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, are then in excess of the amount thereof which then would have been required to be deposited for the purpose for which
such U.S. Government Obligations or money were deposited or received. This provision shall not authorize the sale by the Trustee of any U.S. Government Obligations held under this Indenture. 


Section 8.3    Legal Defeasance of Securities of any Series. Unless this Section 8.3 is otherwise
specified, pursuant to Section 2.2(s), to be inapplicable to Securities of any Series, the Company shall be deemed to have paid and discharged the entire indebtedness on all the outstanding Securities of any Series on the 90th day after the date of
the deposit referred to in subparagraph (c) hereof, and the provisions of this Indenture, as it relates to such outstanding Securities of such Series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, at
Company Request, execute proper instruments acknowledging the same), except as to: 
  

	 	(a)	the rights of Holders of Securities of such Series to receive, from the trust funds described in subparagraph (c) hereof, (i) payment of the principal of and each installment of principal of and interest on the
outstanding Securities of such Series on the Stated Maturity of such principal or installment of principal or interest and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such Series on the day on which
such payments are due and payable in accordance with the terms of this Indenture and the Securities of such Series; 

  

	 	(b)	the provisions of Sections 2.4, 2.7, 2.8, 8.2, 8.3 and 8.5; and 

  

	 	(c)	the rights, powers, trust and immunities of the Trustee hereunder; provided that, the following conditions shall have been satisfied: 


 

	 	i.	 the Company shall have deposited or caused to be irrevocably deposited (except as provided in Section 8.2(c))
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, cash in Dollars and/or U.S. Government
Obligations, which through the payment of 



  
 30 









	 	
interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one
day before the due date of any payment of money, an amount in cash, sufficient to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of all the Securities of such Series on
the dates such installments of interest or principal and such sinking fund payments are due; 

  

	 	ii.	such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument (other than this Indenture or any agreement or instrument governing any other
Indebtedness which is being defeased or discharged or repaid) to which the Company is a party or by which it is bound; 

  

	 	iii.	no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from transactions
occurring contemporaneously with the borrowing of funds, or the borrowing of funds, to be applied to such deposit or other Indebtedness which is being defeased or discharged, and, in each case, the granting of liens in connection therewith);


  

	 	iv.	the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue
Service a ruling, or (B) since the date of 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 of Counsel shall confirm that, the
Holders of the Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amounts and in the same
manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; 

  

	 	v.	the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any
other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; 

  

	 	vi.	the discharge does not cause the Trustee to have a conflicting interest for purposes of the TIA and may not result in the Company becoming an investment company in violation of the Investment Company Act of 1940; and


  

	 	vii.	the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the legal defeasance contemplated by
this Section have been complied with. 

 Section 8.4    Covenant Defeasance. Unless this
Section 8.4 is otherwise specified pursuant to Section 2.2(s) to be inapplicable to Securities of any Series, on and after the 90th day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply
with respect to the 

  
 31 








 
Securities of any Series with any term, provision or condition set forth under Sections 4.2, 4.3, 4.4, 4.6, and 5.1 as well as any additional covenants specified in a supplemental indenture for
such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.2(s) (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series
under Section 6.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officers’ Certificate delivered pursuant to Section 2.2(q) and designated as an Event of
Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series; provided that the following conditions shall have been satisfied: 

 

	 	(a)	with reference to this Section 8.4, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 8.2(c)) 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, cash in Dollars and/or U.S. Government Obligations, which through the payment of interest and principal in respect
thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient to pay
and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of interest or principal and such sinking fund payments are
due; 

  

	 	(b)	such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument (other than this Indenture or any agreement or instrument governing any other
Indebtedness which is being defeased or discharged or repaid) to which the Company is a party or by which it is bound; 

  

	 	(c)	no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from transactions
occurring contemporaneously with the borrowing of funds, or the borrowing of funds, to be applied to such deposit or other Indebtedness which is being defeased or discharged, and, in each case, the granting of liens in connection therewith);


  

	 	(d)	the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of
such deposit and 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 deposit and covenant defeasance had not occurred; 


 

	 	(e)	the discharge does not cause the Trustee to have a conflicting interest for purposes of the TIA and may not result in the Company becoming an investment company in violation of the Investment Company Act of 1940; and


  

	 	(f)	the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the covenant defeasance contemplated by
this Section have been complied with. 

 Section 8.5    Repayment to Company. The Trustee and
the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal and interest that remains unclaimed for six months. After that, Securityholders entitled to the money must look to the Company for payment as
general creditors unless an applicable abandoned property law designates another person. 

  
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 ARTICLE IX 

AMENDMENTS AND WAIVERS 

Section 9.1    Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture
or the Securities of one or more Series without the consent of any Securityholder by indentures supplemental hereto: 
  

	 	(a)	to evidence the succession of another person to the Company as obligor under this Indenture, pursuant to Article V, and the assumption by any such successor of the covenants and obligations of the Company in the
Indenture and in the Securities or evidence the addition or release of any guarantor in accordance with this Indenture or any supplemental indenture; 

  

	 	(b)	to add to the covenants of the Company such further covenants, restrictions, conditions or provisions shall be for the protection of the Holders and to make the occurrence, or the occurrence and continuance, of a
default in any of such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture, with such period of grace, if any, and subject to
such conditions as such supplemental indenture may provide; 

  

	 	(c)	to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or
interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate
the issuance of Securities in uncertificated form; provided that any such action shall not adversely affect the interests of the holders of Securities of any Series or any related coupons in any material respect; 


 

	 	(d)	to surrender any right or power conferred upon the Company; 

  

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


 

	 	(f)	to provide for the acceptance of appointment by a successor Trustee or facilitate the administration of the trust under this Indenture by more than one Trustee; 


 

	 	(g)	to cure any ambiguity, defect or inconsistency in this Indenture; 

  

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

  

	 	(i)	to modify, eliminate or add to the provisions of this Indenture, if the change or elimination (i) becomes effective only when there are no debt securities outstanding of any series created prior to the change or
elimination that are entitled to the benefit of the changed or eliminated provision or (ii) shall not apply to the any debt securities outstanding at the time of such change or elimination; 


  
 33 









	 	(j)	to establish the form of Securities of any Series and to provide for the issuance of any other series of notes under this Indenture; 


 

	 	(k)	to comply with any requirements of the SEC in connection with the qualification of this Indenture under the TIA; 

  

	 	(l)	to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA, or under any similar federal statute hereafter enacted,
and to add to this Indenture such other provisions as may be expressly permitted by the TIA, excluding certain provisions thereof; or 

  

	 	(m)	to make any change that does not adversely affect the rights of any Holder. 


Section 9.2    With Consent of Holders. The Company and the Trustee may enter into a supplemental indenture
with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer
for the Securities of such Series), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the
Securityholders of each such Series. Except as provided in Section 6.13, the Holders of at least a majority in aggregate principal amount of the outstanding Securities of any Series by notice to the Trustee (including consents obtained in
connection with a tender offer or exchange offer for the Securities of such Series) may waive compliance by the Company with any provision of this Indenture or the Securities with respect to such Series. 

It shall not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form of any
proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section becomes effective, the Company shall mail to the Holders of Securities
affected thereby and, if any Bearer Securities affected thereby are outstanding, publish on one occasion in an Authorized Newspaper, a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to mail or publish such
notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver. 

Section 9.3    Limitations. Without the consent of each Securityholder affected, an amendment or waiver may
not: 
  

	 	(a)	reduce the percentage in aggregate principal amount of the outstanding Securities, the consent of whose Holders is required to amend or supplement this Indenture or any supplemental indenture, waive compliance with
certain provisions of this Indenture or certain defaults and the consequences thereof under this Indenture, or any change to such defaults which require such consent; 


 

	 	(b)	reduce the rate of or extend the time for payment of interest (including default interest) on any Security or any Additional Amounts owed thereon; 


  
 34 









	 	(c)	reduce the principal or change the Stated Maturity of any Security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation; 


 

	 	(d)	reduce the principal amount of Discount Securities payable upon acceleration of the maturity thereof 

  

	 	(e)	waive a Default or Event of Default in the payment of the principal of, interest or any Additional Amounts, if any, on any Security (except a rescission of acceleration of the Securities of any Series by the Holders of
at least a majority in aggregate principal amount of the outstanding Securities of such Series and a waiver of the payment default that resulted from such acceleration); 


 

	 	(f)	make any change to certain provisions of the Indenture relating to, among other things, holders’ rights to receive payment of the principal of and interest on any Security and to institute suit for the enforcement
of any such payment and waivers of past defaults; 

  

	 	(g)	make the principal of or interest, if any, on any Security or any Additional Amount with respect thereto payable in any currency other than that stated in the Security; 


 

	 	(h)	make any change in Section 6.8, 6.13, or 9.3; or 

  

	 	(i)	waive or change any redemption payment with respect to any Security. 


Section 9.4    Compliance with Trust Indenture Act. Every amendment to this Indenture or the Securities of one
or more Series shall be set forth in a supplemental indenture hereto that complies with the TIA as then in effect. 

Section 9.5    Revocation and Effect of Consents. Until an amendment is set forth in a supplemental indenture
or a waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security,
even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent as to his Security or portion of a Security if the Trustee receives the notice of revocation before the date of the
supplemental indenture or the date the waiver becomes effective. 
 Any amendment or waiver once effective shall bind every Securityholder
of each Series affected by such amendment or waiver unless it is of the type described in any of clauses (a) through (h) of Section 9.3. In that case, the amendment or waiver shall bind each Holder of a Security who has consented to it and
every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security. 

Section 9.6    Notation on or Exchange of Securities. The Trustee may place an appropriate notation about an
amendment or waiver on any Security of any Series thereafter authenticated. The Company in exchange for Securities of that Series may issue and the Trustee shall authenticate upon request new Securities of that Series that reflect the amendment or
waiver. 
 Section 9.7    Trustee Protected. In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 7.1) shall be fully protected in relying upon, an
Officers’ Certificate and Opinion of Counsel stating that all conditions precedent have 

  
 35 








 
been satisfied, the execution of such supplemental indenture is authorized or permitted by this Indenture and that such supplemental indenture is the legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms. The Trustee shall sign all supplemental indentures, except that the Trustee need not sign any supplemental indenture that adversely affects it. 

ARTICLE X 
 MISCELLANEOUS

 Section 10.1    Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies,
or conflicts with another provision which is required or deemed to be included in this Indenture by the TIA, such required or deemed provision shall control. 

Section 10.2    Notices. Any notice or communication by the Company or the Trustee to the other, or by a
Holder to the Company or the Trustee, is duly given if in writing and delivered in person or mailed by first-class mail: 
 if to the
Company: 
 Hanmi Financial Corporation 

3660 Wilshire Boulevard, Penthouse Suite A 

Los Angeles, California 90010 

Attention: Chief Financial Officer 

Telephone: (213) 382-2200 

if to the Trustee: 
 Wilmington
Trust, National Association 
 Rodney Square North 

1100 North Market Street 

Wilmington, Delaware 19890 

Attention: Hanmi Financial Corporation Administrator 

Telephone: (302) 636-6398 

The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

 Any notice or communication to a Securityholder shall be mailed by first-class mail to the address shown on the register kept by the
Registrar and, if any Bearer Securities are outstanding, published in an Authorized Newspaper. Failure to mail a notice or communication to a Securityholder of any Series or any defect in it shall not affect its sufficiency with respect to other
Securityholders of that or any other Series. 
 If a notice or communication is mailed or published in the manner provided above, within the
time prescribed, it is duly given, whether or not the Securityholder receives it. 
 If the Company mails a notice or communication to
Securityholders, it shall mail a copy to the Trustee and each Agent at the same time. Notwithstanding any other provision of the Indenture or any Security, where the Indenture or any Security provides for notice of any event or any other
communication (including any notice of redemption or repurchase) to a Securityholder of a Security (whether by mail or otherwise), such notice shall be sufficiently given if given to Depository (or its designee) pursuant to the applicable procedures
from Depository or its designee, including by electronic mail in accordance with accepted practices at Depository. 

  
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 Section 10.3    Communication by Holders with Other Holders.
Securityholders of any Series may communicate pursuant to TIA Section 312(b) with other Securityholders of that Series or any other Series with respect to their rights under this Indenture or the Securities of that Series or all Series. The Company,
the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c). 

Section 10.4    Certificate and Opinion as to Conditions Precedent. Upon any request or application by the
Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: 
  

	 	(a)	an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 


 

	 	(b)	an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. 


Section 10.5    Statements Required in Certificate or Opinion. Each certificate or opinion with respect to
compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e) and shall include: 

 

	 	(a)	a statement that the person making such certificate or opinion has read such covenant or condition; 

  

	 	(b)	a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 


 

	 	(c)	a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been
complied with; and 

  

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


Section 10.6    Rules by Trustee and Agents. The Trustee may make reasonable rules for action by, or a meeting
of, Securityholders of one or more Series. Any Agent may make reasonable rules and set reasonable requirements for its functions. 

Section 10.7    Legal Holidays. Unless otherwise provided by Board Resolution, Officers’ Certificate or
supplemental indenture hereto for a particular Series, a “Legal Holiday” is any day that is not a Business Day. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that
is not a Legal Holiday, and no interest shall accrue for the intervening period. 
 Section 10.8    No Recourse
Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of
such obligations or their creation. Each Securityholder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 

  
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 Section 10.9    Counterparts. This Indenture may be executed in
any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. The exchange of copies of
this Indenture and of signature pages by facsimile or electronic format (e.g., “.pdf” or “.tif”) transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in
lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronic format (e.g., “.pdf” or “.tif”) shall be deemed to be their original signatures for all purposes.

 Section 10.10    Governing Laws. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(B). 
 Section 10.11    No Adverse Interpretation
of Other Agreements. This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary of the Company. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

 Section 10.12    Successors. All agreements of the Company in this Indenture and the Securities shall
bind its successor. All agreements of the Trustee in this Indenture shall bind its successor. 

Section 10.13    Severability. In case any provision in this Indenture or in the Securities shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

Section 10.14    Table of Contents, Headings, Etc. The Table of Contents, Cross-Reference Table, and headings
of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. 

Section 10.15    Waiver of Trial by Jury. EACH OF THE COMPANY, THE HOLDERS 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 THEREBY. 

ARTICLE XI 
 SINKING
FUNDS 
 Section 11.1    Applicability of Article. The provisions of this Article shall be applicable to
any sinking fund for the retirement of the Securities of a Series, except as otherwise permitted or required by any form of Security of such Series issued pursuant to this Indenture. 

The minimum amount of any sinking fund payment provided for by the terms of the Securities of any Series is herein referred to as a
“mandatory sinking fund payment” and any other amount provided for by the terms of Securities of such Series is herein referred to as an “optional sinking fund payment.” If provided for by the terms of Securities of any Series,
the cash amount of any sinking fund payment may be subject to reduction as provided in Section 11.2. Each sinking fund payment shall be applied to the redemption of Securities of any Series as provided for by the terms of the Securities of such
Series. 

  
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 Section 11.2    Satisfaction of Sinking Fund Payments with
Securities. The Company may, in satisfaction of all or any part of any sinking fund payment with respect to the Securities of any Series to be made pursuant to the terms of such Securities (a) deliver outstanding Securities of such Series
to which such sinking fund payment is applicable (other than any of such Securities previously called for mandatory sinking fund redemption) and (b) apply as credit Securities of such Series to which such sinking fund payment is applicable and
which have been repurchased by the Company or redeemed either at the election of the Company pursuant to the terms of such Series of Securities (except pursuant to any mandatory sinking fund) or through the application of permitted optional sinking
fund payments or other optional redemptions pursuant to the terms of such Securities, provided that such Securities have not been previously so credited. Such Securities shall be received by the Trustee, together with an Officers’ Certificate
with respect thereto, not later than 15 days prior to the date on which the Trustee begins the process of selecting Securities for redemption, and shall be credited for such purpose by the Trustee at the price specified in such Securities for
redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If as a result of the delivery or credit of Securities in lieu of cash payments pursuant to this Section 11.2, the
principal amount of Securities of such Series to be redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need not call Securities of such Series for redemption, except upon receipt of a Company Order that
such action be taken, and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment; provided, however, that the Trustee or such Paying Agent shall from time to time upon
receipt of a Company Order pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities of that Series purchased by the Company having an unpaid
principal amount equal to the cash payment required to be released to the Company. 
 Section 11.3    Redemption
of Securities for Sinking Fund. Not less than 45 days (unless otherwise indicated in the Board Resolution, supplemental indenture or Officers’ Certificate in respect of a particular Series of Securities) prior to each sinking fund payment
date for any Series of Securities, 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 and the portion thereof, if any, which is to be satisfied by delivering and crediting of Securities of that Series pursuant to Section 11.2, and the optional amount, if any, to be
added in cash to the next ensuing mandatory sinking fund payment, and the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days (unless otherwise indicated in the Board Resolution, Officers’ Certificate
or supplemental indenture in respect of a particular Series of Securities) 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 3.2 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 3.3. Such notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 3.4, 3.5 and 3.6. 
 ARTICLE XII 

SUBORDINATION OF SECURITIES 

Section 12.1    Agreement of Subordination. The Company covenants and agrees, and each Holder of Securities
issued hereunder by accepting a Security likewise covenants and agrees, that all Securities shall be issued subject to the provisions of this Article XII; and each Person holding any Security, whether upon original issue or upon transfer, assignment
or exchange thereof, accepts and agrees to be bound by such provisions. 

  
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 The payment of the principal of and interest on all Securities (including, but not limited to,
the redemption price with respect to the Securities called for redemption in accordance with Article III as provided in the Indenture) issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in
right of payment to the prior payment in full of all Senior Indebtedness, whether outstanding at the date of this Indenture or thereafter incurred. 

No provision of this Article XII shall prevent the occurrence of any Default or Event of Default hereunder. 

Section 12.2    Payments to Holders. Except as otherwise provided in a supplemental indenture, no payment
shall be made with respect to the principal of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities to be called for redemption in accordance with Article III as provided in the
Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, if: 
  

	 	(a)	a default in the payment of principal, premium, interest, rent or other obligations due on any Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace,
in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist;
or 

  

	 	(b)	an event of default or a default, in each case, other than a payment default, on a Designated Senior Indebtedness occurs and is continuing that then permits holders of such Designated Senior Indebtedness (or a trustee
or other authorized party on their behalf) to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Representative or the Company. 


If the Trustee receives any Payment Blockage Notice pursuant to clause (b) above, no subsequent Payment Blockage Notice shall be
effective for purposes of this Section unless and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, premium, if
any, and interest on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a
subsequent Payment Blockage Notice. 
 The Company may and shall resume payments on and distributions in respect of the Securities upon the
earlier of: 
  

	 	(1)	the date upon which the default is cured or waived or ceases to exist, or 

  

	 	(2)	in the case of a default referred to in clause (b) above, 179 days pass after notice is received if the maturity of such Designated Senior Indebtedness has not been accelerated, unless this Article XII otherwise
prohibits the payment or distribution at the time of such payment or distribution. 

 Upon any payment by the Company, or
distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether
voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full in cash or other payment satisfactory to the holders of such Senior


  
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Indebtedness, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is made on account
of the principal of or interest on the Securities (except payments made pursuant to Article VI from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution,
winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency,
receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except
for the provision of this Article XII, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities
or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, or as otherwise required
by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may
appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of Senior
Indebtedness, before any payment or distribution or provision therefor is made to the Holders of the Securities or to the Trustee. 
 For
purposes of this Article XII, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other person provided for by a plan of
reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XII with respect to the Securities to the payment of all Senior Indebtedness which may at the time be outstanding; provided
that (i) the Senior Indebtedness is assumed by the new person, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness (other than leases which are not assumed by the Company or
the new person, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another person or the liquidation or
dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another person upon the terms and conditions provided for in Article V shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 12.2 if such other person shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in
Article V. 
 In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to
the Trustee or any Holder of Securities in respect of the principal of or interest on the Securities (including, but not limited to, the redemption price with respect to the Securities called for redemption in accordance with Article III as provided
in the Indenture), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 12.5, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of
Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness of the
acceleration at the address set forth in the notice from the Agent (or successor agent) to the Trustee as being the address to which the Trustee should send its notice pursuant to this Section 12.2, unless there are no payment obligations of
the Company thereunder and all obligations thereunder to extend credit have been terminated or expired. 
 In the event that,
notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the
foregoing, shall be received by the Trustee or 

  
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the Holders of the Securities before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or provision is made for such
payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders
of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear,
as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory to the holders of such Senior Indebtedness,
after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. 
 Nothing in this
Section 12.2 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7. This Section 12.2 shall be subject to the further provisions of Section 12.5. 

Section 12.3    Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness, the
rights of the Holders of the Securities shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article XII (equally and ratably with the holders of
all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Securities are subordinated and is entitled to like rights of subrogation) to the rights of the
holders of Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness until the principal and interest on the Securities shall be paid in full; and, for the purposes
of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XII,
and no payment over pursuant to the provisions of this Article XII, to or for the benefit of the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior
Indebtedness, and the Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Holders of the
Securities pursuant to the subrogation provisions of this Article XII, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is
understood that the provisions of this Article XII are and are intended solely for the purposes of defining the relative rights of the Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness, on the other hand. 

Nothing contained in this Article XII or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the
Company, its creditors other than the holders of Senior Indebtedness, and the Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the Holders of the Securities the principal of (and premium, if
any) and interest on the Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Securities and creditors of the Company other than the
holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights,
if any, under this Article XII of the holders of Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. 

Upon any payment or distribution of assets of the Company referred to in this Article XII, the Trustee, subject to the provisions of
Section 7.1, and the Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, 

  
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dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating
trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the Holders of the Securities, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon and all other facts pertinent thereto or to this Article XII. 

Section 12.4    Authorization to Effect Subordination. Each Holder of a Security by the holder’s
acceptance thereof authorizes and directs the Trustee on the holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article XII and appoints the Trustee to act as the
holder’s attorney-in-fact for any and all such purposes. If the Trustee does not file a proper proof of claim or proof of debt in the form required in any
proceeding referred to in Section 6.3 hereof at least 30 days before the expiration of the time to file such claim, the holders of any Senior Indebtedness or their representatives are hereby authorized to file an appropriate claim for and on
behalf of the Holders of the Securities. 
 Section 12.5    Notice to Trustee. The Company shall give prompt
written notice in the form of an Officers’ Certificate to a Responsible Officer of the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or any paying
agent in respect of the Securities pursuant to the provisions of this Article XII. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any
facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article XII, unless and until a Responsible Officer of the Trustee shall have received written notice
thereof at the Corporate Trust Office from the Company (in the form of an Officers’ Certificate) or a Representative or a holder or holders of Senior Indebtedness or from any trustee thereof; and before the receipt of any such written notice,
the Trustee, subject to the provisions of Section 7.1, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than two Business Days prior to the date upon which by the terms hereof any
such monies may become payable for any purpose (including, without limitation, the payment of the principal of, or premium, if any, or interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided
for in this Section 12.5, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not
be affected by any notice to the contrary which may be received by it on or after such prior date. 
 Notwithstanding anything in this
Article XII to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Section 8.1, and any such payment shall not be subject to the provisions of Section 12.1 or 12.2. 

The Trustee, subject to the provisions of Section 7.1, shall be entitled to rely on the delivery to it of a written notice by a
Representative or a person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf
of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant
to this Article XII, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in
such payment or distribution and any other facts pertinent to the rights of such person under this Article XII, and if such evidence is not furnished the Trustee may defer any payment to such person pending judicial determination as to the right of
such person to receive such payment. 

  
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 Section 12.6    Trustee’s Relation to Senior Indebtedness.
The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article XII in respect of any Senior Indebtedness at any time held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in
Section 7.11 or elsewhere in this Indenture shall deprive the Trustee of any of its rights as such holder. Nothing in this Article XII shall apply to the Company’s obligations to the Trustee under Section 7.7. 

With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article XII, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary
duty to the holders of Senior Indebtedness and, subject to the provisions of Section 7.1, the Trustee shall not be liable to any holder of Senior Indebtedness if it shall pay over or deliver to Holders of Securities, the Company or any other
person money or assets to which any holder of Senior Indebtedness shall be entitled by virtue of this Article XII or otherwise. 

Section 12.7    No Impairment of Subordination. No right of any present or future holder of any Senior
Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be charged with. 

Section 12.8    Article Applicable to Paying Agents. If at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this Article shall (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning
as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in place of the Trustee; provided, however, that the first paragraph of Section 12.5 shall not apply to the Company or any
Affiliate of the Company if it or such Affiliate acts as Paying Agent. 
 Section 12.9    Senior Indebtedness
Entitled to Rely. The holders of Senior Indebtedness (including, without limitation, Designated Senior Indebtedness) shall have the right to rely upon this Article XII, and no amendment or modification of the provisions contained herein
shall diminish the rights of such holders unless such holders shall have agreed in writing thereto. 

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

			
	HANMI FINANCIAL CORPORATION
		
	By:	 	  

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

		 	Name:
		 	Title:



  
 [Signature Page
to Subordinated Indenture]