Indenture between RAIT and Wilmington Trust, National Association, as trustee



 Exhibit 4.9 
 INDENTURE 
 between 

RAIT FINANCIAL TRUST 
 and 
 WILMINGTON TRUST, NATIONAL ASSOCIATION 

as Trustee 
  

 
 Dated as of
October 5, 2011 
  
  







 TABLE OF CONTENTS 

 

							
	 	  	 	  	PAGE	 
		
	 ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	  	 	6	  
			
	 Section 1.1
	  	Definitions	  	 	6	  
			
	 Section 1.2
	  	Compliance Certificate and Opinions	  	 	13	  
			
	 Section 1.3
	  	Forms of Documents Delivered to Trustee	  	 	14	  
			
	 Section 1.4
	  	Acts of Holders	  	 	15	  
			
	 Section 1.5
	  	Notices, Etc. to Trustee and Company	  	 	17	  
			
	 Section 1.6
	  	Notice to Holders; Waiver	  	 	17	  
			
	 Section 1.7
	  	Effect of Headings and Table of Contents	  	 	17	  
			
	 Section 1.8
	  	Successors and Assigns	  	 	17	  
			
	 Section 1.9
	  	Separability	  	 	18	  
			
	 Section 1.10
	  	Benefits of Indenture	  	 	18	  
			
	 Section 1.11
	  	Governing Law	  	 	18	  
			
	 Section 1.12
	  	Submission to Jurisdiction	  	 	18	  
			
	 Section 1.13
	  	Non-Business Days	  	 	18	  
		
	 ARTICLE II SECURITY FORMS
	  	 	19	  
			
	 Section 2.1
	  	Form of Security	  	 	19	  
			
	 Section 2.2
	  	Restrictive Legend	  	 	22	  
			
	 Section 2.3
	  	Form of Trustee’s Certificate of Authentication	  	 	24	  
			
	 Section 2.4
	  	Temporary Securities	  	 	24	  
			
	 Section 2.5
	  	Definitive Securities	  	 	25	  
		
	 ARTICLE III THE SECURITIES
	  	 	25	  
			
	 Section 3.1
	  	Payment of Principal and Interest	  	 	25	  
			
	 Section 3.2
	  	Denominations	  	 	27	  
			
	 Section 3.3
	  	Execution, Authentication, Delivery and Dating	  	 	27	  
			
	 Section 3.4
	  	Global Securities	  	 	28	  
			
	 Section 3.5
	  	Registration, Transfer and Exchange Generally	  	 	29	  
			
	 Section 3.6
	  	Mutilated, Destroyed, Lost and Stolen Securities	  	 	31	  
			
	 Section 3.7
	  	Persons Deemed Owners	  	 	32	  
			
	 Section 3.8
	  	Cancellation	  	 	32	  


  
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	 Section 3.9
	  	Reserved	  	 	32	  
			
	 Section 3.10
	  	Agreed Tax Treatment	  	 	32	  
			
	 Section 3.11
	  	Reserved	  	 	32	  
		
	 ARTICLE IV SATISFACTION AND DISCHARGE
	  	 	32	  
			
	 Section 4.1
	  	Satisfaction and Discharge of Indenture	  	 	32	  
			
	 Section 4.2
	  	Application of Trust Money	  	 	34	  
		
	 ARTICLE V REMEDIES
	  	 	34	  
			
	 Section 5.1
	  	Events of Default	  	 	34	  
			
	 Section 5.2
	  	Acceleration of Maturity; Rescission and Annulment	  	 	35	  
			
	 Section 5.3
	  	Collection of Indebtedness and Suits for Enforcement by Trustee	  	 	36	  
			
	 Section 5.4
	  	Trustee May File Proofs of Claim	  	 	37	  
			
	 Section 5.5
	  	Trustee May Enforce Claim Without Possession of Securities	  	 	37	  
			
	 Section 5.6
	  	Application of Money Collected	  	 	37	  
			
	 Section 5.7
	  	Limitation on Suits	  	 	38	  
			
	 Section 5.8
	  	Unconditional Right of Holders to Receive Principal and Interest	  	 	38	  
			
	 Section 5.9
	  	Restoration of Rights and Remedies	  	 	38	  
			
	 Section 5.10
	  	Rights and Remedies Cumulative	  	 	39	  
			
	 Section 5.11
	  	Delay or Omission Not Waiver	  	 	39	  
			
	 Section 5.12
	  	Control by Holders	  	 	39	  
			
	 Section 5.13
	  	Waiver of Past Defaults	  	 	39	  
			
	 Section 5.14
	  	Undertaking for Costs	  	 	40	  
			
	 Section 5.15
	  	Waiver of Usury, Stay or Extension Laws	  	 	40	  
		
	 ARTICLE VI THE TRUSTEE
	  	 	40	  
			
	 Section 6.1
	  	Corporate Trustee Required	  	 	40	  
			
	 Section 6.2
	  	Certain Duties and Responsibilities	  	 	41	  
			
	 Section 6.3
	  	Notice of Defaults	  	 	42	  
			
	 Section 6.4
	  	Certain Rights of Trustee	  	 	42	  
			
	 Section 6.5
	  	May Hold Securities	  	 	44	  
			
	 Section 6.6
	  	Compensation; Reimbursement; Indemnity	  	 	44	  
			
	 Section 6.7
	  	Resignation and Removal; Appointment of Successor	  	 	45	  
			
	 Section 6.8
	  	Acceptance of Appointment by Successor	  	 	46	  
			
	 Section 6.9
	  	Merger, Conversion, Consolidation or Succession to Business	  	 	46	  
			
	 Section 6.10
	  	Not Responsible for Recitals or Issuance of Securities	  	 	47	  


  
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	 Section 6.11
	  	Appointment of Authenticating Agent	  	 	47	  
			
	 Section 6.12
	  	Execution of Additional Documents	  	 	48	  
		
	 ARTICLE VII HOLDER’S LISTS AND REPORTS BY COMPANY
	  	 	49	  
			
	 Section 7.1
	  	Company to Furnish Trustee Names and Addresses of Holders	  	 	49	  
			
	 Section 7.2
	  	Preservation of Information, Communications to Holders	  	 	49	  
			
	 Section 7.3
	  	Reports by Company	  	 	49	  
		
	 ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	  	 	50	  
			
	 Section 8.1
	  	Company May Consolidate, Etc., Only on Certain Terms	  	 	50	  
			
	 Section 8.2
	  	Successor Company Substituted	  	 	51	  
		
	 ARTICLE IX SUPPLEMENTAL INDENTURES
	  	 	52	  
			
	 Section 9.1
	  	Supplemental Indentures without Consent of Holders	  	 	52	  
			
	 Section 9.2
	  	Supplemental Indentures with Consent of Holders	  	 	52	  
			
	 Section 9.3
	  	Execution of Supplemental Indentures	  	 	53	  
			
	 Section 9.4
	  	Effect of Supplemental Indentures	  	 	54	  
			
	 Section 9.5
	  	Reference in Securities to Supplemental Indentures	  	 	54	  
		
	 ARTICLE X COVENANTS
	  	 	54	  
			
	 Section 10.1
	  	Payment of Principal and Interest	  	 	54	  
			
	 Section 10.2
	  	Money for Security Payments to be Held in Trust	  	 	54	  
			
	 Section 10.3
	  	Statement as to Compliance	  	 	55	  
			
	 Section 10.4
	  	Reserved	  	 	55	  
			
	 Section 10.5
	  	Certain Additional Representations, Covenants and Agreements Regarding Pledged Collateral	  	 	55	  
			
	 Section 10.6
	  	Additional Covenants	  	 	57	  
			
	 Section 10.7
	  	Waiver of Covenants	  	 	57	  
			
	 Section 10.8
	  	Treatment of Securities	  	 	58	  
			
	 Section 10.9
	  	Inspection Rights	  	 	58	  
		
	 ARTICLE XI REDEMPTION OF SECURITIES
	  	 	58	  
			
	 Section 11.1
	  	Optional Redemption	  	 	58	  
			
	 Section 11.2
	  	Reserved	  	 	58	  
			
	 Section 11.3
	  	Election to Redeem; Notice to Trustee	  	 	58	  
			
	 Section 11.4
	  	Reserved	  	 	59	  
			
	 Section 11.5
	  	Notice of Redemption	  	 	59	  


  
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	 Section 11.6
	  	Deposit of Redemption Price	  	 	59	  
			
	 Section 11.7
	  	Payment of Securities Called for Redemption	  	 	60	  
		
	 ARTICLE XII FUNDAMENTAL CHANGE IN COMPANY
	  	 	60	  
			
	 Section 12.1
	  	Repurchase at Option of Holders of the Securities Upon a Fundamental Change	  	 	60	  
			
	 Section 12.2
	  	Withdrawal of Repurchase Notice or Fundamental Change Repurchase Notice	  	 	63	  
			
	 Section 12.3
	  	Deposit of Fundamental Change Repurchase Price	  	 	63	  
			
	 Section 12.4
	  	Covenant to Comply with Applicable Laws Upon Repurchase of Notes	  	 	64	  
		
	 ARTICLE XIII MISCELLANEOUS
	  	 	65	  
			
	 Section 13.1
	  	Indenture and Securities Solely Corporate Obligations	  	 	65	  

  

			
	SCHEDULE AND EXHIBIT
		
	 Exhibit A
	  	Form of Officer’s Financial Certificate
		
	 Exhibit B
	  	Form of Fundamental Change Repurchase Notice
		
	 Exhibit C
	  	Form of Withdrawal of Fundamental Change Repurchase Notice


  
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 INDENTURE 
 This INDENTURE (this “Indenture”), dated as of October 5, 2011, is between RAIT FINANCIAL TRUST, a Maryland real estate investment trust (the “Company”), and
WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association as trustee (in such capacity, the “Trustee”). 
 RECITALS OF THE COMPANY 
 WHEREAS, the Company has duly authorized the execution
and delivery of this Indenture to provide for the issuance of senior secured notes (each, individually, a “Security” and collectively, the “Securities”), and to provide the terms and conditions upon which the
Securities are to be authenticated, issued and delivered; and 
 WHEREAS, all things necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have been done. 
 NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 

Section 1.1 Definitions. 
 For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: 
 (a) the terms defined in this Article I have the meanings assigned to them in this Article I; 
 (b) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; 

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

(d) unless the context otherwise requires, any reference to an “Article,” a “Section,” a
“Schedule” or an “Exhibit” refers to an Article, a Section, a Schedule or an Exhibit, as the case may be, of or to this Indenture; 
 (e) the words “hereby,” “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision; 

  
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 (f) a reference to the singular includes the plural and vice versa; and 

(g) the masculine, feminine or neuter genders used herein shall include the masculine, feminine and neuter genders. 

“Account Control Agreement” means that certain Securities Account Control Agreement, dated as of October 5, 2011,
among the Company, the Trustee and Wilmington Trust, National Association, as securities intermediary. 
 “Act”
when used with respect to any Holder, has the meaning specified in Section 1.4(a). 
 “Additional
Interest” means the interest, if any, that shall accrue on any amounts payable on the Securities, the payment of which has not been made on the applicable Interest Payment Date and which shall accrue at the rate per annum specified or
determined as specified in such Security, in each case to the extent legally enforceable. 
 “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. 
 “Applicable Depositary Procedures” means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein, the rules and procedures of the
Depositary for such Security, in each case to the extent applicable to such transaction and as in effect from time to time. 

“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 6.11 to act on behalf
of the Trustee to authenticate the Securities. 
 “Board of Trustees” means the board of trustees of the
Company or any duly authorized committee of that board. 
 “Board Resolution” means a copy of a resolution
certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Trustees and to be in full force and effect on the date of such certification. 

“Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in
the City of New York are authorized or required by law or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business. 

“Code” means the Internal Revenue Code of 1986 or any successor statute thereto, in each case as amended from time to
time. 
 “Commission” has the meaning specified in Section 7.3(c). 

“Common Equity” of any Person means capital stock of such Person that is generally entitled (a) to vote in the
election of directors of such Person or (b) if such Person is not a 

  
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corporation, to vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management or policies of such Person. 

“Common Shares” mean the common shares of beneficial interest of the Company, par value $0.01 per share, at the date of
this Indenture. 
 “Company” means the Person named as the “Company” in the first paragraph of
this Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person. 

“Company Request” and “Company Order” mean, respectively, the written request or order signed in the
name of the Company by (i) its Chairman of the Board of Trustees, its Chief Executive Officer, President, Chief Operating Officer, an Executive Vice President, Senior Vice President or a Vice President, and (ii) its Chief Financial
Officer, its Treasurer, Chief Accounting Officer, its Secretary or an Assistant Secretary, and delivered to the Trustee. Notwithstanding the foregoing, a Company Order for the purposes of authentication and delivery of the Securities pursuant to
Section 3.3(a) shall require the signature of only one of the above-referenced officers of the Company. 

“Continuing Trustee” means a trustee who either was a member of the Board of Trustees on the date hereof or who becomes
a member of the Board of Trustees subsequent to that date and whose election, appointment or nomination for election by the shareholders of the Company is duly approved by a majority of the continuing trustees on the Board of Trustees at the time of
such approval, either by a specific vote or by approval of the proxy statement issued by the Company on behalf of the entire Board of Trustees in which such individual is named as nominee for trustee. 

“Control” when used with respect to any specified Person, means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 

“Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business
with respect to this Indenture shall be administered, which office at the date of this Indenture is located at Rodney Square North, 1100 N. Market St., Wilmington, DE 19890. 
 “Defaulted Interest” has the meaning specified in Section 3.1(c). 
 “Depositary” means an organization registered as a clearing agency under the Exchange Act that is designated as Depositary by the Company or any successor thereto. 

“Depositary Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to
time a Depositary effects book-entry transfers and pledges of securities deposited with the Depositary. 

  
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 “Designated Officer” means a Chairman of the Board of Trustees, Chief
Executive Officer, President, Chief Operating Officer, an Executive Vice President, Chief Financial Officer, Treasurer or Chief Accounting Officer. 
 “Dollar” or “$” means the currency of the United States of America that, as at the time of payment, is legal tender for the payment of public and private debts.

 “EDGAR” has the meaning specified in Section 7.3(c). 

“ERISA” means the Employee Retirement Income Security Act of 1974 or any successor statute thereto, in each case as
amended from time to time. 
 “Event of Default” has the meaning specified in Section 5.1.

 “Exchange Act” means the Securities Exchange Act of 1934 or any successor statute thereto, in each case as
amended from time to time. 
 “Exchange Agreement” means that certain Exchange Agreement executed and delivered
contemporaneously with this Indenture by and among the Company and the parties named therein. 
 “Expiration
Date” has the meaning specified in Section 1.4(h). 
 “Fundamental Change” shall be deemed
to have occurred at the time after the Securities are originally issued if any of the following occurs: 
 (a) a
“person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, its Subsidiaries and the employee benefit plans of the Company and its Subsidiaries, has become the direct or indirect
“beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s Common Equity representing more than 50% of the voting power of the Company’s Common Equity; 

(b) the consummation of (A) any recapitalization, reclassification or change of the Common Shares (other than changes resulting from
a subdivision or combination or merger) as a result of which the Common Shares would be converted into, or exchanged for, stock, other securities, other property or assets; (B) any share exchange, consolidation or merger of the Company pursuant
to which the Common Shares shall be converted into cash, securities or other property; or (C) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company
and its Subsidiaries, taken as a whole, to any Person other than one of the Company’s Subsidiaries; provided, however, that a transaction described in clause (B) in which the holders of all classes of the Company’s Common Equity
immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of Common Equity of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction shall not be a
Fundamental Change pursuant to this clause (b); 
 (c) Continuing Trustees cease to constitute at least a majority of the Board
of Trustees; 

  
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 (d) the shareholders of the Company approve any plan or proposal for the liquidation or
dissolution of the Company; or 
 (e) the Common Shares (or other common stock underlying the Notes) cease to be listed or
quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors). 
 “Fundamental Change Company Notice” has the meaning ascribed to such term in Section 12.1(b) hereof. 
 “Fundamental Change Repurchase Date” has the meaning ascribed to such term in Section 12.1(a) hereof. 
 “Fundamental Change Repurchase Notice” has the meaning ascribed to such term in Section 12.1(c)(i) hereof. 

“Fundamental Change Repurchase Price” has the meaning ascribed to such term in Section 12.1(a) hereof.

 “GAAP” means United States generally accepted accounting principles, consistently applied, from time to time
in effect. 
 “Global Security” means a Security that evidences all or part of the Securities, the ownership
and transfers of which shall be made through book entries by a Depositary. 
 “Government Obligation” means
(a) any security that is (i) a direct obligation of the United States of America of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as
an agency or instrumentality of the United States of America or the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case of clause (i) or (ii), is not
callable or redeemable at the option of the issuer thereof, and (b) any depositary receipt issued by a “bank” (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any Government Obligation
that is specified in clause (a) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any Government Obligation that is so specified and
held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the Government Obligation
or the specific payment of principal or interest evidenced by such depositary receipt. 
 “Holder” means a
Person in whose name a Security is registered in the Securities Register. 
 “Indenture” means this Indenture
as originally executed or as it may from time to time be amended or supplemented by one or more amendments or indentures supplemental hereto entered into pursuant to the applicable provisions hereof. 

  
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 “Interest Payment Date” means
October 30, January 30, April 30, and July 30 of each year, commencing on October 30, 2011, during the term of this Indenture. 
 “Interest Period” means the period commencing on an Interest Payment Date and continuing through and including the day prior to the next succeeding Interest Payment Date. 

“Investment Company Act” means the Investment Company Act of 1940 or any successor statute thereto, in each case as
amended from time to time. 
 “Maturity” means, when used with respect to any Security, the date on which the
principal of such Security or any installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. 

“Notice of Default” means a written notice of the kind specified in Section 5.1(c). 

“Officers’ Certificate” means a certificate signed by a Designated Officer, of the Company and delivered to the
Trustee. 
 “Opinion of Counsel” means a written opinion of counsel, who may be an employee of the Company or
any Affiliate of the Company. 
 “Optional Redemption Price” has the meaning set forth in
Section 11.1. 
 “Original Issue Date” means the date of original issuance of each Security.

 “Outstanding” means, when used in reference to any Securities, as of the date of determination, all
Securities theretofore authenticated and delivered under this Indenture, except: 
 (i) Securities theretofore
canceled by the Trustee or delivered to the Trustee for cancellation; 
 (ii) Securities for whose payment or
redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent in trust for the Holders of such Securities; provided, that, if such Securities are to be redeemed, notice of such redemption has
been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and 

(iii) Securities that have been paid or in substitution for or in lieu of which other Securities have been authenticated
and delivered pursuant to the provisions of this Indenture, unless proof satisfactory to the Trustee is presented that any such Securities are held by Holders in whose hands such Securities are valid, binding and legal obligations of the Company;

 provided, that 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, Securities owned by the Company, if any, or any other obligor upon the Securities, if any, or any Affiliate of the Company or such other obligor (other than in all cases


  
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Taberna Preferred Funding VIII, Ltd.) shall be disregarded and deemed not to be Outstanding unless the Company shall hold all Outstanding Securities, except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so
owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or such other obligor. 
 “Paying Agent”
means the Trustee or any Person authorized by the Company to pay the principal of or interest on, or other amounts in respect of, any Securities on behalf of the Company. 
 “Person” means a legal person, including any individual, corporation, estate, partnership (general or limited), joint venture, association, joint stock company, company, limited liability
company, trust, unincorporated association, government or any agency or political subdivision thereof, or any other entity of whatever nature. 
 “Place of Payment” means, with respect to the Securities, the Corporate Trust Office of the Trustee. 
 “Pledge and Security Agreement” means that certain Pledge and Security Agreement, dated as of October 5, 2011, in favor of the Trustee for the benefit of itself and the Holders,
executed by the Company and the Trustee. 
 “Pledged Collateral” has the meaning set forth in the Pledge and
Security Agreement. 
 “Pledged Collateral Notice” has the meaning specified in Section 10.5(b).

 “Predecessor Security” of any particular Security means every previous Security evidencing all or a portion
of the same debt as that evidenced by such particular Security. For the purposes of this definition, any security authenticated and delivered under Section 3.6 in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated , destroyed, lost or stolen Security. 
 “Redemption Date” means, when
used with respect to any Security to be redeemed, the date fixed for such redemption by or pursuant to this Indenture. 

“Redemption Price” means, when used with respect to any Security to be redeemed, in whole or in part, the Optional
Redemption Price at which such Security or portion thereof is to be redeemed as fixed by or pursuant to this Indenture. 

“Regular Record Date” for the interest payable on any Interest Payment Date with respect to the Securities means the
date that is fifteen (15) days preceding such Interest Payment Date (whether or not a Business Day). 

  
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 “Responsible Officer” means, when used with respect to the Trustee, any
officer of the Trustee duly authorized by the Trustee having direct responsibility for the administration of this Indenture, and also means with respect to a particular corporate trust matter, any other officer to whom such matter is referred
because of his knowledge and familiarity with the particular matter. 
 “Securities” or
“Security” means the senior secured notes referenced in the Recitals and any other debt securities or debt security, as the case may be, authenticated and delivered under this Indenture. 

“Securities Act” means the Securities Act of 1933 or any successor statute thereto, in each case as amended from time to
time. 
 “Securities Register” and “Securities Registrar” have the respective meanings
specified in Section 3.5(a). 
 “Significant Subsidiary” means, as of any date of determination, a
Subsidiary of the Company that would constitute a “significant subsidiary” of the Company as such term is defined under Rule 1-02(w) of Regulation S-X of the Exchange Act as in effect on the date of this Indenture; provided that it
shall not include (a) any entity consolidated by the Company where the Company holds 50% or less of the voting power of such entity or (b) any bankruptcy remote, special purpose entity, used to securitize assets and consolidated by the
Company, whose indebtedness is without recourse to the Company. 
 “Special Record Date” for the payment of any
Defaulted Interest means a date fixed by the Company pursuant to Section 3.1(c). 
 “Stated
Maturity” means the maturity date expressly set forth in each Security. 
 “Subsidiary” has the
meaning set forth in Regulations S-X under the Exchange Act. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of the Company. 

“Taberna Capital Management, LLC” means Taberna Capital Management, LLC and its successors and/or assigns as collateral
manager of one or more Holders, as applicable. 
 “Trustee” means the Person named as the “Trustee”
in the first paragraph of this Indenture, solely in its capacity as such and not in its individual capacity, until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and, thereafter,
“Trustee” shall mean or include each Person who is then a Trustee hereunder. 
 “Trust Indenture
Act” means the Trust Indenture Act of 1939 or any successor statute thereto, in each case as amended from time to time. 
 Section 1.2 Compliance Certificate and Opinions. 
 (a) Upon any
application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall, if requested by the Trustee, furnish to 

  
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the Trustee an Officers’ Certificate stating that all conditions precedent (including covenants compliance with which constitutes a condition precedent), if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent (including covenants compliance with which constitutes a condition precedent), if
any, have been complied with. 
 (b) Every certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than the certificate provided pursuant to Section 10.3) shall include: 
 (i) a statement by each individual signing such certificate or opinion that such individual has read such condition or covenant and the definitions herein relating thereto; 

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

(iv) a statement as to whether, in the opinion of such individual, such condition or covenant has been complied with.

 Section 1.3 Forms of Documents Delivered to Trustee. 

(a) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and
one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 
 (b) Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer
knows, or after reasonable inquiry should know, that the certificate or opinion or representations with respect to matters upon which his or her certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless
such counsel knows, or after reasonable inquiry should know, that the certificate or opinion or representations with respect to such matters are erroneous. 
 (c) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need
not, be consolidated and form one instrument. 

  
 14 









 (d) Whenever, subsequent to the receipt by the Trustee of any Board Resolution,
Officers’ Certificate, Opinion of Counsel or other document or instrument, a clerical, typographical or other inadvertent or unintentional error or omission shall be discovered therein, a new document or instrument may be substituted therefor
in corrected form with the same force and effect as if originally received in the corrected form and, irrespective of the date or dates of the actual execution and/or delivery thereof, such substitute document or instrument shall be deemed to have
been executed and/or delivered as of the date or dates required with respect to the document or instrument for which it is substituted. Without limiting the generality of the foregoing, any Securities issued under the authority of such defective
document or instrument shall nevertheless be the valid obligations of the Company entitled to the benefits of this Indenture equally and ratably with all other Outstanding Securities. 

Section 1.4 Acts of Holders. 
 (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given to or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or by an agent thereof duly appointed in writing and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments
(including any appointment of an agent) is or are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive
in favor of the Trustee and the Company, if made in the manner provided in this Section 1.4. 
 (b) The fact and
date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds,
certifying that the individual signing such instrument or writing acknowledged to him or her the execution thereof. Where such execution is by a Person acting in other than his or her individual capacity, such certificate or affidavit shall also
constitute sufficient proof of his or her authority. The fact and date of the execution by any Person of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems
sufficient and in accordance with such reasonable rules as the Trustee may determine. 
 (c) The ownership of Securities shall
be proved by the Securities Register. 
 (d) Any request, demand, authorization, direction, notice, consent, waiver or other
action by the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done or
suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security. 
 (e) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal


  
 15 









 
amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. 

(f) Except as set forth in paragraph (g) of this Section 1.4, the Company may set any day as a record date for the
purpose of determining the Holders of Outstanding Securities entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by
Holders of Securities. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders
after such record date; provided, that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities on such record date. Nothing
in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be canceled and of no effect). Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Trustee in writing and to each Holder of Securities in the manner set forth in Section 1.6. 
 (g) The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities entitled to join in the giving or making of (i) any Notice of Default,
(ii) any declaration of acceleration or rescission or annulment thereof referred to in Section 5.2, (iii) any request to institute proceedings referred to in Section 5.7(b) or (iv) any direction referred to in
Section 5.12. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided, that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding
Securities on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be canceled and of no effect). Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date,
the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities in the manner set forth in Section 1.6. 

(h) With respect to any record date set pursuant to paragraph (f) or (g) of this Section 1.4, the party hereto that
sets such record date may designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided, that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities in the manner set forth in Section 1.6, on or prior to the existing Expiration Date. If an Expiration Date is not designated
with respect to any record date set pursuant to this Section 1.4, the party hereto that set such record date shall be deemed to have initially designated the ninetieth (90th) day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date 

  
 16 









 
as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the one hundred eightieth (180th) day after the applicable record date. 

Section 1.5 Notices, Etc. to Trustee and Company. 
 Any request, demand, authorization, direction, notice, consent, waiver, Act of Holders, or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with:

 (a) the Trustee by any Holder or the Company shall be sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with and received by the Trustee at its Corporate Trust Office with a copy to Wilmington Trust, National Association, Corporate Capital Markets, 50 South Sixth Street, Suite 1290, Minneapolis, MN 55402; or 

(b) the Company by the Trustee or any Holder shall be sufficient for every purpose hereunder if in writing and
mailed, first class, postage prepaid, to the Company addressed to it at 2929 Arch Street, 17th Floor, Philadelphia, PA 19104, Attention Chief Financial Officer, facsimile: 215-243-9039 or at any other address previously furnished in writing to the Trustee by the Company. 

Section 1.6 Notice to Holders; Waiver. 
 Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first class, postage
prepaid, to each Holder affected by such event to the address of such Holder as it appears in the Securities Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such
notice. If, by reason of the suspension of or irregularities in regular mail service or for any other reason, it shall be impossible or impracticable to mail notice of any event to Holders when said notice is required to be given pursuant to any
provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail
such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by
the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to
the validity of any action taken in reliance upon such waiver. 
 Section 1.7 Effect of Headings and Table of
Contents. 
 The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect
the construction of this Indenture. 
 Section 1.8 Successors and Assigns. 

This Indenture shall be binding upon and shall inure to the benefit of any successor to the Company and the Trustee, including any
successor by operation of law. Except in connection 

  
 17 









 
with a transaction involving the Company that is permitted under Article VIII and pursuant to which the assignee agrees in writing to perform the Company’s obligations hereunder, the
Company shall not assign its obligations hereunder. 
 Section 1.9 Separability. 

If 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, and there shall be deemed substituted for the provision at issue a valid, legal and enforceable provision as similar as possible to the provision at
issue. 
 Section 1.10 Benefits of Indenture. 

Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their
successors and assigns and the Holders of the Securities, any benefit or any legal or equitable right, remedy or claim under this Indenture. 
 Section 1.11 Governing Law. 
 This Indenture and the rights and
obligations of each of the Holders, the Company and the Trustee shall be construed and enforced in accordance with and governed by the laws of the State of New York without reference to its conflict of laws provisions (other than Section 5-1401
of the General Obligations Law). 
 Section 1.12 Submission to Jurisdiction. 

ANY LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH RESPECT TO OR ARISING OUT OF THIS INDENTURE MAY BE BROUGHT IN OR
REMOVED TO THE COURTS OF THE STATE OF NEW YORK, IN AND FOR THE COUNTY OF NEW YORK, OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS
INDENTURE, EACH PARTY ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS (AND COURTS OF APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
INDENTURE. 
 Section 1.13 Non-Business Days. 

If any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or the Securities) payment of interest or principal or other amounts in respect of such Security shall not be made on such date, but shall be made on the next succeeding Business Day (and no interest shall accrue in
respect of the amounts whose payment is so delayed for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be, until such next succeeding Business Day) except that, if such Business Day falls in
the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each 

  
 18 









 
case with the same force and effect as if made on the Interest Payment Date or Redemption Date or at the Stated Maturity. 
 ARTICLE II 
 SECURITY FORMS 

Section 2.1 Form of Security. 
 Any Security issued hereunder shall be in substantially the following form: 
 RAIT
FINANCIAL TRUST 
 _________ % Senior Secured Note due
[            ] 
  

					
	 No. [to be inserted]
	  	$	________________	  

 RAIT Financial Trust, a real estate investment trust organized and existing under the laws of Maryland
(hereinafter called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Hare & Co., or registered assigns, the principal sum of
[            ] Dollars ($[            ]) on
[            ]. The Company further promises to pay interest on said principal sum from October 5, 2011, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, quarterly in arrears on October 30, January 30, April 30, and July 30 of each year, commencing on October 30, 2011, or if any such day is not a Business Day, on the next succeeding
Business Day (and no interest shall accrue in respect of the amounts whose payment is so delayed for the period from and after such Interest Payment Date until such next succeeding Business Day), except that, if such Business Day falls in the next
succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on the Interest Payment Date, at a fixed rate equal to
[            ]% per annum until the principal hereof is paid or duly provided for or made available for payment; provided, that any overdue principal and any overdue installment of
interest in excess of thirty (30) days shall bear Additional Interest at a fixed rate equal to [Interest Rate plus 2%] per annum (to the extent that the payment of such interest shall be legally enforceable), compounded quarterly, from the
dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. 

The amount of interest payable for any Interest Period will be computed on the basis of a three hundred sixty (360)-day year of twelve
thirty (30)-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest installment. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either
be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice whereof shall be
given to Holders of Securities and the Trustee not less than ten (10) days prior to such Special Record Date, or be paid at any time in any other lawful 

  
 19 









 
manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities may be listed, traded or quoted and upon such notice as may be
required by such exchange or automated quotation system, all as more fully provided in the Indenture. 
 Payment of principal of
and interest on this Security shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of principal and interest due at the Maturity of this
Security shall be made upon surrender of such Securities to the Paying Agent at the Place of Payment, and payments of interest shall be made, subject to such surrender where applicable, by wire transfer at such place and to such account at a banking
institution in the United States as may be designated in writing to the Paying Agent at least ten (10) Business Days prior to the date for payment by the Person entitled thereto unless proper written transfer instructions have not been received
by the relevant record date, in which case such payments shall be made by check mailed to the address of such Person as such address shall appear in the Security Register. 
 Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose. 
 [FORM OF REVERSE OF SECURITY] 
 This Security is one of a duly authorized issue of securities of the Company (the “Securities”) issued under the Indenture, dated as of October 5, 2011 (the
“Indenture”), between the Company and Wilmington Trust, National Association, as Trustee (in such capacity, the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. 
 All terms used in this Security that are defined in the Indenture
shall have the meanings assigned to them in the Indenture. 
 The Company may at its option, upon not less than fifteen
(15) days’ nor more than seventy-five (75) days’ written notice to the Holders of the Securities and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from
time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed as
the Redemption Date. 
 In the event of redemption of this Security in part only, a new Security or Securities for the
unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than seventy-five
(75) days prior to the Redemption Date by the Company from the Outstanding Securities not previously called for redemption. 

  
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 The Indenture permits, with certain exceptions as therein provided, the Company and the
Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a
majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities, on behalf of the Holders of all Securities, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is
restricted and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 
 The
Securities are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities
are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection therewith. 
 The Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary. 
 The Company and, by its acceptance of this Security or a beneficial interest herein, the
Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness. 

  
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 This Security shall be construed and enforced in accordance with and governed by the laws of
the State of New York without reference to its conflict of laws provisions (other than Section 5-1401 of the General Obligations Law). 
 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed on this [DAY] day of [MONTH], [YEAR]. 

 

			
	RAIT FINANCIAL TRUST
		
	By:	 	 
	Name:	 	 
	Title:	 	 


 Section 2.2 Restrictive Legend. 

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

“[IF THIS SECURITY IS A GLOBAL SECURITY INSERT: “THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”) OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN
LIMITED CIRCUMSTANCES. 
 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.] 
 THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND SUCH SECURITIES, AND ANY INTEREST THEREIN, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF ANY SECURITIES 

  
 22 









 
IS HEREBY NOTIFIED THAT THE SELLER OF THE SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A UNDER THE SECURITIES ACT.

 THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH
SECURITIES MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED ONLY (I) TO THE COMPANY, (II) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS (a) A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
AND (b) A “QUALIFIED PURCHASER” (AS DEFINED IN SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR (III) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS (a) AN “ACCREDITED INVESTOR” WITHIN THE
MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT AND IS ACQUIRING THE SECURITIES FOR THEIR OWN ACCOUNT FOR INVESTMENT PURPOSES AND (b) A “QUALIFIED PURCHASER” (AS DEFINED IN SECTION
2(a)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED) AND (B) THE HOLDER WILL NOTIFY ANY PURCHASER OF ANY SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. 

THE SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 AND
MULTIPLES OF $1,000 IN EXCESS THEREOF. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY ATTEMPTED TRANSFER OF SECURITIES, OR ANY INTEREST THEREIN, IN A BLOCK CONTRARY TO SUCH REQUIREMENT SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH SECURITIES FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF PRINCIPAL OF OR INTEREST ON SUCH SECURITIES, OR ANY INTEREST
THEREIN, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH SECURITIES. 
 THE HOLDER OF THIS
SECURITY, OR ANY INTEREST THEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR SIMILAR LAW (EACH A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE
“PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN. ANY PURCHASER OR HOLDER OF THE SECURITIES OR ANY
INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF


  
 23 









 
THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO
FINANCE SUCH PURCHASE.” 
 (b) The above legends shall not be removed from any Security unless there is delivered to the
Company satisfactory evidence, which may include an Opinion of Counsel, as may be reasonably required to ensure that any future transfers thereof may be made without restriction under or violation of the provisions of the Securities Act and other
applicable law. Upon provision of such satisfactory evidence, the Company shall execute and deliver to the Trustee, and the Trustee shall authenticate and deliver, upon receipt of a Company Order directing it to do so, a Security that does not bear
the legend. 
 Section 2.3 Form of Trustee’s Certificate of Authentication. 

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

This is one of the Securities referred to in the within-mentioned Indenture. 
 Dated: 
  

			
	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee
		
	By:	 	 
		 	Name:
		 	Title:


 Section 2.4 Temporary Securities. 

(a) Pending the preparation of definitive Securities, the Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities. 
 (b) If temporary Securities are issued, the Company will cause definitive Securities to be prepared without unreasonable delay. After the preparation of definitive Securities, the temporary Securities
shall be exchangeable for definitive Securities upon surrender of the temporary Securities at the office or agency of the Company designated for that purpose without charge to the Holder. Upon surrender for cancellation of any one or more temporary
Securities, the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of any authorized denominations having the same Original Issue Date and
Stated Maturity and having the same terms as such temporary Securities. Until so exchanged, the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities. 

  
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 Section 2.5 Definitive Securities. 

The Securities issued on the Original Issue Date shall be in definitive form. The definitive Securities shall be printed, lithographed or
engraved, or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the
rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. 

ARTICLE III 
 THE
SECURITIES 
 Section 3.1 Payment of Principal and Interest. 

(a) The unpaid principal amount of the Securities shall bear interest at a fixed rate as set forth in each Security until paid or duly
provided for, such interest to accrue from and including the Original Issue Date or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, and any overdue principal and any overdue installment
of interest in excess of thirty (30) days shall bear Additional Interest at a fixed rate as set forth in each Security compounded quarterly from and including the dates such amounts are due to but excluding the dates such amounts are paid or
funds for the payment thereof are made available for payment. 
 (b) Interest and Additional Interest on any Security that is
payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for
such interest, except that interest and any Additional Interest payable on the Stated Maturity (or any date of principal repayment upon early maturity) of the principal of a Security or on a Redemption Date shall be paid to the Person to whom
principal is paid. The initial payment of interest on any Security that is issued between a Regular Record Date and the related Interest Payment Date shall be payable as provided in such Security. 

(c) Any interest on any Security that is due and payable, but is not timely paid or duly provided for, on any Interest Payment Date for
Securities (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in paragraph (i) or (ii) below: 
 (i) The Company
may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities (or their respective Predecessor Securities) are registered at the close of business on a special record date for the payment of such Defaulted Interest
(a “Special Record Date”), which shall be fixed in the following manner. At least thirty (30) days prior to the date of the proposed payment, the Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Security and the date of the proposed payment, and at the same time the 

  
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Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the
Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest. Thereupon the Company shall fix a Special Record Date for the
payment of such Defaulted Interest, which shall be not more than fifteen (15) days and not less than ten (10) days prior to the date of the proposed payment and not less than ten (10) days after the receipt by the Trustee of the
notice of the proposed payment. The Company shall promptly notify the Trustee of such Special Record Date and, in the name and at the expense of the Company, Trustee shall cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be mailed, first class, postage prepaid, to each Holder of a Security at the address of such Holder as it appears in the Securities Register not less than ten (10) days prior to such Special Record Date. Notice
of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities (or their respective Predecessor Securities) are
registered on such Special Record Date; or 
 (ii) The Company may make payment of any Defaulted Interest in any
other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities may be listed, traded or quoted and, upon such notice as may be required by such exchange or automated
quotation system (or by the Trustee if the Securities are not listed), if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such payment shall be deemed practicable by the Trustee. 

(d) Payments of interest on the Securities shall include interest accrued to but excluding the respective Interest Payment Dates. The
amount of interest payable for any Interest Period will be computed on the basis of a three hundred sixty (360)-day year of twelve thirty (30)-day months. 
 (e) Payment of principal of and interest on the Securities shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and
private debts. Payments of principal and interest due at the Maturity of such Securities shall be made at the Place of Payment upon surrender of such Securities to the Paying Agent and payments of interest shall be made, subject to such surrender
where applicable, by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Paying Agent at least ten (10) Business Days prior to the date for payment by the Person
entitled thereto unless proper written transfer instructions have not been received by the relevant record date, in which case such payments shall be made by check mailed to the address of such Person as such address shall appear in the Security
Register. 
 (f) Subject to the foregoing provisions of this Section 3.1, each Security delivered under this
Indenture upon transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, that were carried by such other Security. 

  
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 Section 3.2 Denominations. 

The Securities shall be in registered form without coupons and shall be issuable in minimum denominations of One Hundred Thousand Dollars
($100,000) and any integral multiple of One Thousand Dollars ($1,000) in excess thereof. 
 Section 3.3 Execution,
Authentication, Delivery and Dating. 
 (a) At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities in an aggregate principal amount (including all then Outstanding Securities) not in excess of One Hundred Million and No/100 Dollars ($100,000,000) executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. In authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and shall be fully protected in relying upon: 

(i) a copy of any Board Resolution relating thereto; and 

(ii) an Opinion of Counsel stating that: (1) such Securities, when authenticated and delivered by the Trustee and
issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute, and the Indenture constitutes, valid and legally binding obligations of the Company, each enforceable in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; (2) the Securities have been
duly authorized and executed by the Company and have been delivered to the Trustee for authentication in accordance with this Indenture; (3) the Securities are not required to be registered under the Securities Act; and (4) the Indenture
is not required to be qualified under the Trust Indenture Act. 
 (b) The Securities shall be executed on behalf of the Company
by a Designated Officer. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the
Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. 

(c) No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on
such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and delivered hereunder. 
 (d) Each Security shall be
dated the date of its authentication. 

  
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 Section 3.4 Global Securities. 

(a) Upon the election of the Holder after the Original Issue Date, which election shall be in writing to the Company and Trustee, the
Company shall cause the Securities owned by such Holder to be transferred pursuant to Section 3.5 and issued in the form of one or more Global Securities registered in the name of the Depositary or its nominee. Each Global Security
issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global
Security shall constitute a single Security for all purposes of this Indenture. 
 (b) Notwithstanding any other provision in
this Indenture, no Global Security may be exchanged in whole or in part for registered Securities, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global
Security or a nominee thereof unless (i) such Depositary advises the Trustee and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global
Security, and no qualified successor is appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act and no successor is
appointed by the Company within ninety (90) days after obtaining knowledge of such event, (iii) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the
Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above in this Section 3.4(b), the Trustee shall notify the Depositary and
instruct the Depositary to notify all owners of beneficial interests in such Global Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. The Trustee may
conclusively rely, and be protected in relying, upon the written identification of the owners of beneficial interests furnished by the Depositary, and shall not be liable for any delay resulting from a delay by the Depositary. 

(c) If any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in
whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall
be reduced or increased by an amount equal to (x) the portion thereof to be so exchanged or canceled or (y) the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of
an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding
adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate and
deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively
rely on, and shall be fully protected in relying on, such instructions. 

  
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 (d) Every Security authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such
Global Security or a nominee thereof. 
 (e) Reserved. 
 (f) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of
beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Depositary Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such
interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture
relating to a Global Security (including the payment of principal and interest thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Holder of the Security and shall
have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary. 

(g) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited
to those established by law and agreements between such owners and the Depositary and/or its Depositary Participants. 
 (h) No
holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Company, the Trustee and any agent
of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. None of the Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such holders of beneficial
interests, the operation of customary practices governing the exercise of the rights of the Depositary (or its nominee) as Holder of any Security. 
 Section 3.5 Registration, Transfer and Exchange Generally. 
 (a) The
Company shall cause, by appointment of Trustee as provided herein, to be kept a register (the “Securities Register”) in which the registrar and transfer agent with respect to the Securities (the “Securities
Registrar”), subject to such reasonable regulations as it may prescribe, shall provide for the registration of Securities and of transfers and exchanges of Securities. The Trustee shall at all times also be the Securities Registrar. The
provisions of Article VI shall apply to the Trustee in its role as Securities Registrar. 

  
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 (b) Subject to compliance with Section 2.2(b), upon surrender for registration
or transfer of any Security at the offices or agencies of the Company designated for that purpose the Company shall execute, and the Trustee, upon receipt of a Company Order, shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Securities of any authorized denominations of like tenor and aggregate principal amount. 
 (c)
At the option of the Holder, Securities may be exchanged for other Securities of any authorized denominations, of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive. 

(d) All Securities issued upon any transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. 

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

(f) No service charge shall be made to a Holder for any transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any expense, tax or other governmental charge that may be imposed in connection with any transfer or exchange of Securities. 
 (g) Neither the Company nor the Trustee shall be required pursuant to the provisions of this Section 3.5: (i) to issue, register the transfer of or exchange any Security during a period
beginning at the opening of business fifteen (15) days before the day of selection for redemption of Securities pursuant to Article XI and ending at the close of business on the day of mailing of the notice of redemption or (ii) to
register the transfer of or exchange any Security so selected for redemption in whole or in part, except, in the case of any such Security to be redeemed in part, any portion thereof not to be redeemed. 

(h) The Company shall designate an office or offices or agency or agencies where Securities may be surrendered for registration or
transfer or exchange. The Company initially designates the Corporate Trust Office as its office and agency for such purposes. The Company shall give prompt written notice to the Trustee and to the Holders of any change in the location of any such
office or agency. 
 (i) The Securities may only be transferred to (A) the Company, (B) a person whom the seller
reasonably believes is (i) a “Qualified Institution Buyer (as defined in Rule 144A under the Securities Act) and (ii) a “Qualified Purchaser” (as defined in Section 2(a)(51) of the Investment Company Act) or (C) a
person whom the seller reasonably believes is (i) an “Accredited Investor” within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act and is acquiring the Securities for their own account
for investment 

  
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purposes and (ii) a “Qualified Purchaser” (as defined in Section 2(a)(51) of the Investment Company Act). 

(j) Neither the Trustee nor the Securities Registrar shall be responsible for ascertaining whether any transfer hereunder complies with
the registration provisions of or any exemptions from the Securities Act, applicable state securities laws or the applicable laws of any other jurisdiction, ERISA, the Code or the Investment Company Act; provided, that if a certificate is
specifically required by the express terms of this Section 3.5 to be delivered to the Trustee or the Securities Registrar by a Holder or transferee of a Security, the Trustee and the Securities Registrar shall be under a duty to receive
and examine the same to determine whether or not the certificate substantially conforms on its face to the requirements of this Indenture and shall promptly notify the party delivering the same if such certificate does not comply with such terms.

 Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities. 

(a) If any mutilated Security is surrendered to the Trustee together with such security or indemnity as may be required by the Company or
the Trustee to save each of the Company and the Trustee harmless, the Company shall execute and the Trustee shall, upon receipt of a Company Order, authenticate and deliver in exchange therefor a new Security of like tenor and aggregate principal
amount and bearing a number not contemporaneously outstanding. 
 (b) If there shall be delivered to the Company and the Trustee
(i) evidence to its satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by it to save each of the Company and the Trustee harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of like tenor and aggregate principal amount as such destroyed, lost or stolen Security, and bearing a number not contemporaneously outstanding. 
 (c) If any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.

 (d) Upon the issuance of any new Security under this Section 3.6, the Company may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 

(e) Every new Security issued pursuant to this Section 3.6 in lieu of any mutilated, destroyed, lost or stolen Security shall
constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Securities duly issued hereunder. 

  
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 (f) The provisions of this Section 3.6 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 3.7 Persons Deemed Owners. 
 The Company, the Trustee and any
agent of the Company or the Trustee shall treat the Person in whose name any Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any interest on such Security and for all other purposes
whatsoever, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. 
 Section 3.8 Cancellation. 
 All Securities surrendered for payment,
redemption, transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any such Securities and Securities surrendered directly to the Trustee for any such purpose shall be promptly canceled by
it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder that the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly
canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section 3.8, except as expressly permitted by this Indenture. All canceled Securities shall be
retained or disposed of by the Trustee in accordance with its customary practices and the Trustee shall deliver to the Company a certificate of such disposition. 
 Section 3.9 Reserved. 
 Section 3.10 Agreed Tax Treatment.

 Each Security issued hereunder shall provide that the Company and, by its acceptance or acquisition of a Security or a
beneficial interest therein, the Holder of, and any Person that acquires a direct or indirect beneficial interest in, such Security, intend and agree to treat such Security as indebtedness of the Company for United States federal, state and local
tax purposes. The provisions of this Indenture shall be interpreted to further this intention and agreement of the parties. 

Section 3.11 Reserved. 
 ARTICLE IV 
 SATISFACTION AND DISCHARGE 

Section 4.1 Satisfaction and Discharge of Indenture. 

This Indenture shall, upon Company Request, cease to be of further effect (except as to any surviving rights of registration of transfer
or exchange of Securities herein expressly provided for and as otherwise provided in this Section 4.1) and the Trustee, on written demand of 

  
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and at the expense of the Company, shall execute such instruments reasonably requested by the Company acknowledging satisfaction and discharge of this Indenture, when 

(a) either 
 (i) all Securities theretofore authenticated and delivered (other than (A) Securities that have been mutilated, destroyed, lost or stolen and that have been replaced or paid as provided in
Section 3.6 and (B) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust as provided in
Section 10.2) have been delivered to the Trustee for cancellation; or 
 (ii) all such Securities not
theretofore delivered to the Trustee for cancellation 
 (A) have become due and payable; or 

(B) will become due and payable at their Stated Maturity within one (1) year of the date of deposit; or 

(C) are to be called for redemption within one (1) year under arrangements satisfactory to the Trustee for the giving
of notice of redemption by the Trustee in the name, and at the expense, of the Company; 
 and the Company, in the case of
subclause (ii)(A), (B) or (C) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose (x) an amount in the currency or currencies in which the Securities are payable,
(y) Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount or (z) a combination
thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized rating agency expressed in a written certification thereof delivered to the Trustee, to pay and discharge
the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest (including any Additional Interest) to the date of such deposit (in the case of Securities that have become due and
payable) or to the Stated Maturity (or any date of principal repayment upon early 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 6.6, the obligations of the Company to any Authenticating Agent under Section 6.11 and, if money shall have been deposited with the Trustee pursuant to


  
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subclause (a)(ii) of this Section 4.1, the obligations of the Trustee under Section 4.2 and Section 10.2(e) and the rights and protections of the Trustee under
Article VI hereof shall survive. 
 Section 4.2 Application of Trust Money. 

Subject to the provisions of Sections 5.6 and 10.2(e), all money deposited with the Trustee pursuant to Section 4.1
shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities and this Indenture, to the payment in accordance with Section 3.1, either directly or through any Paying Agent as the Trustee may
determine, to the Persons entitled thereto, of the principal and interest (including any Additional Interest) for the payment of which such money or obligations have been deposited with or received by the Trustee. 

ARTICLE V 

REMEDIES 

Section 5.1 Events of Default. 
 “Event of Default” means, wherever used herein with respect to the Securities, any one of the following events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): 

(a) default in the payment of any interest upon any Security, including any Additional Interest in respect thereof, when it becomes due
and payable, and continuance of such default for a period of thirty (30) days; or 
 (b) default in the payment of the
principal of any Security at its Maturity; or 
 (c) default in the performance, or breach, of any covenant or warranty of the
Company in this Indenture, the Exchange Agreement, the Account Control Agreement or the Pledge and Security Agreement and continuance of such default or breach for a period of thirty (30) days after there has been given, by registered or
certified mail, to the Company, by the Trustee or to the Company and the Trustee by the Holders of at least twenty-five percent (25%) in aggregate principal amount of the Outstanding Securities a written notice specifying such default or breach
and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder (a “Notice of Default”), provided that such period will be extended by an additional sixty (60) days so long as the
Company delivers an Officer’s Certificate to the Trustee during the foregoing thirty (30) day period certifying that it is attempting to cure such default; or 
 (d) the entry by a court having jurisdiction in the premises of a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law, or appointing a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company or of any substantial part of its property, or ordering the winding up or 

  
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liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of sixty (60) consecutive days;
or 
 (e) the institution by the Company of proceedings to be adjudicated a bankrupt or insolvent, or the consent by the Company
to the institution of bankruptcy or insolvency proceedings against it, or the filing by the Company of a petition or answer or consent seeking reorganization or relief under any applicable federal or state bankruptcy, insolvency, reorganization or
other similar law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial
part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due and its willingness to be adjudicated a bankrupt or insolvent,
or the taking of corporate action by the Company in furtherance of any such action; or 
 (f) default in the payment of
principal when due on, or resulting in acceleration of, other indebtedness of the Company or any Significant Subsidiary of the Company for borrowed money where the aggregate principal amount with respect to which the default or acceleration has
occurred exceeds $25,000,000 and such indebtedness has not been discharged, or such default in payment or acceleration has not been cured or rescinded, prior to written notice of acceleration of the Securities pursuant to Section 5.2
hereof; or 
 (g) failure by the Company or any of its Significant Subsidiaries to pay final judgments entered by a court or
courts of competent jurisdiction aggregating in excess of $25,000,000, which judgments are not paid, discharged or stayed for a period of thirty (30) calendar days after such judgments become final and non-appealable; 

(h) this Indenture, the Securities, the Account Control Agreement or the Pledge and Security Agreement are no longer in full force and
effect, unless terminated pursuant to the terms hereof or thereof; or 
 (i) Other than pursuant to Article VIII, the Company
voluntarily dissolves or is dissolved, terminates or is terminated. 
 Section 5.2 Acceleration of Maturity; Rescission
and Annulment. 
 (a) If an Event of Default occurs and is continuing, then and in every such case the Trustee or the
Holders of not less than twenty-five percent (25%) in aggregate principal amount of the Outstanding Securities may declare the principal amount of all the Securities to be immediately due and payable, by a notice in writing to the Company (and
to the Trustee if given by Holders) and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities shall become immediately due and payable. 

(b) At any time after such a declaration of acceleration with respect to Securities has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter provided in this Article V, the Holders of a majority in aggregate 

  
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principal amount of the Outstanding Securities, by written notice to the Trustee, may rescind and annul such declaration and its consequences if: 

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

(A) all overdue installments of interest on all Securities; 

(B) any accrued Additional Interest on all Securities; 

(C) the principal of any Securities that have become due otherwise than by such declaration of acceleration and interest
(including any Additional Interest) thereon at the rate borne by the Securities; and 
 (D) all sums paid or
advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel; and 
 (ii) all Events of Default with respect to Securities, other than the non-payment of the principal of Securities that has become due solely by such acceleration, have been cured or waived as provided in
Section 5.13; 
 No such rescission shall affect any subsequent default or impair any right consequent thereon. 

Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee. 

(a) The Company covenants that if: 
 (i) default is made in the payment of any installment of interest (including any Additional Interest) on any Security when such interest becomes due and payable and such default continues for a period of
thirty (30) days; or 
 (ii) default is made in the payment of the principal of any Security at the Maturity
thereof; 
 the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities, the whole
amount then due and payable on such Securities for principal and interest (including any Additional Interest) and, in addition thereto, all amounts owing the Trustee under Section 6.6. 

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

  
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 (c) If an Event of Default with respect to Securities 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 by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 
 Section 5.4 Trustee May File Proofs of Claim. 
 In case of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or similar judicial proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized hereunder in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee
shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to first 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 owing the Trustee, any predecessor Trustee and other Persons under Section 6.6. 

Section 5.5 Trustee May Enforce Claim 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 all the amounts owing the Trustee, any predecessor Trustee and other Persons under Section 6.6, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been
recovered. 
 Section 5.6 Application of Money Collected. 

Any money or property collected or to be applied by the Trustee with respect to the Securities pursuant to this Article V 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 or property on account of principal or interest (including any Additional 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, any predecessor Trustee and other Persons under Section 6.6; 
 SECOND: To the payment of
the amounts then due and unpaid upon the Securities for principal and interest (including any Additional Interest) in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind,


  
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according to the amounts due and payable on the Securities for principal and interest (including any Additional Interest), respectively; and 

THIRD: The balance, if any, to the Person or Persons entitled thereto. 

Section 5.7 Limitation on Suits. 
 Subject to Section 5.8, no Holder of any Securities shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or for the appointment of a
custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similar official) 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; 

(b) the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities shall have made written request
to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 
 (c) such
Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; 
 (d) the Trustee after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding for sixty (60) days; and 

(e) no direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day period by the Holders of
a majority in aggregate principal amount of the Outstanding Securities; 
 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 itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders. 

Section 5.8 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 such Security at its Maturity and payment of interest (including any Additional Interest) on such Security when due and payable and to institute suit for the enforcement of any such payment, and
such right shall not be impaired without the consent of such Holder. 
 Section 5.9 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 such Holder, then and in every such case the 

  
 38 









 
Company, the Trustee and such Holders shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights
and remedies of the Trustee and such Holder shall continue as though no such proceeding had been instituted. 

Section 5.10 Rights and Remedies Cumulative. 
 Except as otherwise provided in Section 3.6(f), no right or remedy herein conferred upon or reserved to the Trustee or the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 
 Section 5.11 Delay or Omission Not Waiver. 
 No delay or omission of
the Trustee or any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and
remedy given by this Article V or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or the Holders, as the case may be. 

Section 5.12 Control by Holders. 
 The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities 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; 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 that is not inconsistent with such direction; and 
 (c) subject to the provisions of Section 6.2,
the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not
joining in any such direction or would involve the Trustee in personal liability. 
 Section 5.13 Waiver of Past
Defaults. 
 (a) The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities may
waive any past Event of Default hereunder and its consequences except an Event of Default: 
 (i) in the payment
of the principal of or interest (including any Additional Interest) on any Outstanding Security (unless such Event of Default has been cured and 

  
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the Company has paid to or deposited with the Trustee a sum sufficient to pay all installments of interest (including any Additional Interest) due and past due and all principal of all
Outstanding Securities due otherwise than by acceleration); or 
 (ii) in respect of a covenant or provision
hereof that under Article IX cannot be modified or amended without the consent of each Holder of any Outstanding Security. 
 (b) Any such waiver shall be deemed to be on behalf of the Holders of all the Outstanding Securities. 
 (c) Upon any such waiver, such Event of 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 Event of Default or impair any right consequent thereon. 
 Section 5.14
Undertaking for Costs. 
 All parties to this Indenture agree, and each Holder of any Security by his or her acceptance
thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided, however, the provisions of this Section 5.14 shall not apply to any suit instituted by the Trustee,
to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than ten percent (10%) in aggregate principal amount of the Outstanding Securities, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of the Security after the Stated Maturity or any interest (including any Additional Interest) on any Security after it is due and payable. 
 Section 5.15 Waiver of Usury, Stay or Extension Laws. 
 The Company
covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 

ARTICLE VI 
 THE
TRUSTEE 
 Section 6.1 Corporate Trustee Required. 

  
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 There shall at all times be a Trustee hereunder with respect to the Securities. The Trustee
shall be a corporation or national banking association organized and doing business under the laws of the United States or of any state thereof, authorized to exercise corporate trust powers, having (or having a parent that has) a combined capital
and surplus of at least Fifty Million Dollars ($50,000,000), subject to supervision or examination by federal or state authority and having an office within the United States. If such entity publishes reports of condition at least annually, pursuant
to law or to the requirements of such supervising or examining authority, then, for the purposes of this Section 6.1, the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 6.1, it shall resign immediately in the manner and with the effect hereinafter
specified in this Article VI. 
 Section 6.2 Certain Duties and Responsibilities. 

Except during the continuance of an Event of Default: 

(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture,
and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 
 (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 certificates or opinions furnished to the Trustee and conforming to the requirements
of this Indenture; provided, that in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine
whether or not they substantially conform on their face to the requirements of this Indenture. 
 (b) If the Trustee has actual
knowledge that an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise
or use under the circumstances in the conduct of such person’s own affairs until such time as the Trustee is in receipt of directions, if any, from the Holders of at least a majority in aggregate principal amount of the Outstanding Securities.

 (c) Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 6.2. To the extent that, at law or in equity, the Trustee has duties and liabilities relating to the Holders, the Trustee shall not be liable to any Holder for the Trustee’s good faith
reliance on the provisions of this Indenture. The provisions of this Indenture, to the extent that they restrict the duties and 

  
 41 









 
liabilities of the Trustee otherwise existing at law or in equity, are agreed by the Company and the Holders to replace such other duties and liabilities of the Trustee. 

(d) No provisions of this Indenture shall be construed to relieve the Trustee from liability with respect to matters that are within the
authority of the Trustee under this Indenture for its own negligent action, negligent failure to act or willful misconduct, except that: 
 (i) the Trustee shall not be liable for any error or judgment made in good faith by an authorized officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the
pertinent facts; 
 (ii) 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 at least a majority in aggregate principal amount of the Outstanding Securities; and 
 (iii) the Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company and money held by the Trustee in trust hereunder
need not be segregated from other funds except to the extent required by law. 
 Section 6.3 Notice of Defaults.

 Within thirty (30) days after the occurrence of any default actually known to a Responsible Officer of the Trustee, the
Trustee shall give the Holders notice of such default unless such default shall have been cured or waived; provided, that except in the case of a default in the payment of the principal of or interest on any Securities, the Trustee shall be
fully protected in withholding the notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determines that withholding the notice is in the
interest of Holders of Securities; and provided, further, that in the case of any default of the character specified in Section 5.1(c), no such notice to Holders shall be given until at least thirty (30) days after the
occurrence thereof, and in such case, such notice shall be given no later than sixty (60) days after the occurrence thereof. For the purpose of this Section 6.3, the term “default” means any event which is, or after
notice or lapse of time or both would become, an Event of Default. 
 Section 6.4 Certain Rights of Trustee.

 Subject to the provisions of Section 6.2: 

(a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting in good faith and in accordance
with the terms hereof upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note or other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties; 
 (b) if (i) in performing its duties under this Indenture the Trustee is
required to decide between alternative courses of action, (ii) in construing any of the provisions of this Indenture the Trustee finds ambiguous or inconsistent with any other provisions contained herein or
(iii)

  
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the Trustee is unsure of the application of any provision of this Indenture, then, except during an Event of Default, the Trustee shall deliver a notice to the Company requesting the
Company’s written instruction as to the course of action to be taken and the Trustee shall take such action, or refrain from taking such action, as the Trustee shall be instructed in writing to take, or to refrain from taking, by the Company;
provided, that if the Trustee does not receive such instructions from the Company within ten (10) Business Days after it has delivered such notice or such reasonably shorter period of time set forth in such notice the Trustee may, but
shall be under no duty to, take such action, or refrain from taking such action, as the Trustee shall deem advisable and in the interests of the Holders, in which event the Trustee shall have no liability except for its own negligence, bad faith or
willful misconduct; 
 (c) any request or direction of the Company shall be sufficiently evidenced by a Company Request or
Company Order and any resolution of the Board of Trustees may be sufficiently evidenced by a Board Resolution; 
 (d) the
Trustee may consult with counsel (which counsel may be counsel to the Trustee, the Company or any of its Affiliates, and may include any of its employees) and the advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 
 (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless
such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with
such request or direction, including reasonable advances as may be requested by the Trustee; 
 (f) the Trustee shall not be
bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, indenture, note or other paper or document, but the Trustee in
its discretion may make such inquiry or investigation into such facts or matters as it may see fit, and, upon an Event of Default, if the Trustee shall determine to make such inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney; 
 (g) the Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney, custodian
or nominee appointed with due care by it hereunder; 
 (h) whenever in the administration of this Indenture the Trustee shall
deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action with respect to enforcing any remedy or right hereunder, the Trustee (i) may request instructions from the Holders (which
instructions may only be given by the Holders of the same aggregate principal amount of Outstanding Securities as would be entitled to direct the Trustee under this Indenture in respect of such remedy, right or action), (ii) may refrain from
enforcing 

  
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such remedy or right or taking such action until such instructions are received and (iii) shall be protected in acting in accordance with such instructions; 

(i) except as otherwise expressly provided by this Indenture, the Trustee shall not be under any obligation to take any action that is
discretionary under the provisions of this Indenture; 
 (j) without prejudice to any other rights available to the Trustee
under applicable law, when the Trustee incurs expenses or renders services in connection with any bankruptcy, insolvency or other proceeding referred to in clauses (d) or (e) of the definition of Event of Default specified in
Section 5.1, such expenses (including legal fees and expenses of its agents and counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy laws or law relating to creditors
rights generally; 
 (k) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be
proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’
Certificate addressing such matter, which, upon receipt of such request, shall be promptly delivered by the Company; 
 (l) the
Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer of the Trustee shall have actual knowledge or (ii) the Trustee shall have received written notice thereof from the Company or a
Holder, which notice shall reference this Indenture; and 
 (m) the rights and protections afforded to the Trustee pursuant to
this Article VI shall also be afforded such Paying Agent, Authenticating Agent or Securities Registrar. 

Section 6.5 May Hold Securities. 
 The Trustee, any Authenticating Agent, any Paying Agent, any Securities Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities
and may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Securities Registrar or such other agent. 

Section 6.6 Compensation; Reimbursement; Indemnity. 
 (a) The Company agrees: 
 (i) to pay to the Trustee from time to
time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time pursuant to a separate fee agreement (which compensation shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust); 
 (ii) to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any 

  
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provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be
attributable to its gross negligence, bad faith or willful misconduct; and 
 (iii) to the fullest extent
permitted by applicable law, to indemnify the Trustee and its Affiliates, and their officers, directors, shareholders, agents, representatives and employees for, and to hold them harmless against, any loss, damage, liability, tax (other than income,
franchise or other taxes imposed on amounts paid pursuant to clause (i) or (ii) of this Section 6.6(a)), penalty, expense or claim of any kind or nature whatsoever incurred without negligence, bad faith or willful misconduct on
its part arising out of or in connection with the acceptance or administration of this trust or the performance of the Trustee’s duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder. 
 (b) To secure the Company’s payment
obligations in this Section 6.6, the Company hereby grants and pledges to the Trustee and the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee, other than money or property held
in trust to pay principal and interest on particular Securities. Such lien shall survive the satisfaction and discharge of this Indenture or the resignation or removal of the Trustee. 

(c) The obligations of the Company under this Section 6.6 shall survive the satisfaction and discharge of this Indenture and
the earlier resignation or removal of the Trustee. 
 (d) In no event shall the Trustee be liable for any indirect, special,
punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 

(e) In no event shall the Trustee be liable for any failure or delay in the performance of its obligations hereunder because of
circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the
like which delay, restrict or prohibit the providing of the services contemplated by this Indenture. 
 Section 6.7
Resignation and Removal; Appointment of Successor. 
 (a) No resignation or removal of the Trustee and no appointment of
a successor Trustee pursuant to this Article VI shall become effective until the acceptance of appointment by the successor Trustee under Section 6.8. 
 (b) The Trustee may resign at any time by giving written notice thereof to the Company. 
 (c) Unless an Event of Default shall have occurred and be continuing, the Trustee may be removed at any time by the Company by a Board Resolution. If an Event of Default


  
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shall have occurred and be continuing, the Trustee may be removed by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to
the Company. 
 (d) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the
office of Trustee for any reason, at a time when no Event of Default shall have occurred and be continuing, the Company, by a Board Resolution, shall promptly appoint a successor Trustee, and such successor Trustee and the retiring Trustee shall
comply with the applicable requirements of Section 6.8. If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any reason, at a time when an Event of Default shall
have occurred and be continuing, the Holders, by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities, shall promptly appoint a successor Trustee, and such successor Trustee and the retiring Trustee shall
comply with the applicable requirements of Section 6.8. If no successor Trustee shall have been so appointed by the Company or the Holders and accepted appointment within sixty (60) days after the giving of a notice of resignation
by the Trustee or the removal of the Trustee in the manner required by Section 6.8, any Holder who has been a bona fide Holder of a Security for at least six (6) months may, on behalf of such Holder and all others similarly
situated, and any resigning Trustee may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee. 
 (e) The Company shall give notice to all Holders in the manner provided in Section 1.6 of each resignation and each removal of the Trustee and each appointment of a successor Trustee. Each
notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. 
 Section 6.8
Acceptance of Appointment by Successor. 
 (a) In case of the appointment hereunder of a successor Trustee, each
successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and
such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; provided, that on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder. 
 (b) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all rights, powers and trusts referred to in paragraph (a) of this Section 6.8. 

(c) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article VI. 
 Section 6.9 Merger, Conversion, Consolidation or Succession to Business.


  
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 Any Person into which the Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of
the Trustee hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, that such Person shall be otherwise qualified and eligible under this Article VI. In case any
Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation or as otherwise provided above in this Section 6.9 to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated, and in case any Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor Trustee or in the name
of such successor Trustee, and in all cases the certificate of authentication shall have the full force which it is provided anywhere in the Securities or in this Indenture that the certificate of the Trustee shall have. 

Section 6.10 Not Responsible for Recitals or Issuance of Securities. 

The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the
statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of the Securities or the proceeds thereof. 
 Section 6.11 Appointment of Authenticating Agent. 
 (a) The Trustee
may appoint an Authenticating Agent or Agents with respect to the Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer or partial
redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever
reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee
by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be an entity organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than Fifty Million Dollars ($50,000,000) and subject to supervision or examination by federal or state authority. If
such Authenticating Agent publishes reports of condition at least annually pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 the combined capital and surplus of
such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of
this Section 6.11, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.11. 

  
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 (b) Any Person into which an Authenticating Agent may be merged or converted or with which
it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of an
Authenticating Agent shall be the successor Authenticating Agent hereunder; provided, that such Person shall be otherwise eligible under this Section 6.11, without the execution or filing of any paper or any further act on the
part of the Trustee or the Authenticating Agent. 
 (c) An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or
upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.11, the Trustee may appoint a successor Authenticating Agent eligible under the
provisions of this Section 6.11, which shall be acceptable to the Company, and shall give notice of such appointment to all Holders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with
all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. 
 (d) The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.11 in such amounts as the Company and the
Authenticating Agent shall agree from time to time. 
 (e) If an appointment of an Authenticating Agent is made pursuant to this
Section 6.11, the Securities may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: 

This is one of the Securities referred to in the within mentioned Indenture. 
 Dated: 
  

			
	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee
		
	By:	 	 
		 	Authenticating Agent


  

			
		
	By:	 	 
		 	Authorized Signatory


 Section 6.12 Execution of Additional Documents. The Indenture Trustee is hereby
authorized to execute the Pledge and Security Agreement and Account Control Agreement. To the extent the Trustee is authorized or directed to execute any additional agreements or documents in its capacity as Trustee hereunder, the Trustee shall be
entitled to the same rights and protections afforded to it under this Article VI when acting under such other agreements or documents. 

  
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 ARTICLE VII 
 HOLDER’S LISTS AND REPORTS BY COMPANY 
 Section 7.1 Company to
Furnish Trustee Names and Addresses of Holders. 
 At the written request of the Trustee, the Company will furnish or cause
to be furnished to the Trustee: 
 (a) semiannually, on or before June 30 and December 31 of each year, a list, in
such form as the Trustee may reasonably require, of the names and addresses of the Holders as of a date not more than fifteen (15) days prior to the delivery thereof; and 
 (b) at such other times as the Trustee may request in writing, within thirty (30) days after the receipt by the Company of any such request, a list of similar form and content as of a date not more
than fifteen (15) days prior to the time such list is furnished; 
 in each case to the extent such information is in the possession or
control of the Company and has not otherwise been received by the Trustee in its capacity as Securities Registrar. 

Section 7.2 Preservation of Information, Communications to Holders. 

(a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 7.1 and the names and addresses of Holders received by the Trustee in its capacity as Securities Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.1 upon receipt of a new list so furnished. 
 (b) The rights of Holders to communicate with other Holders
with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided in the Trust Indenture Act. 

(c) Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any agent of either of them shall be held accountable by reason of the disclosure of information as to the names and addresses of the Holders made pursuant to the Trust Indenture Act. 

Section 7.3 Reports by Company. 
 (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act.
The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. 
 (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management, LLC, 2929 Arch Street, Philadelphia,
Pennsylvania 19104, Attn: Ken Frappier (or such other address as designated by Taberna Capital Management, LLC) and (iv) any beneficial owner of the Securities reasonably 

  
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identified to the Company (which identification may be made by such beneficial owner), a duly completed and executed certificate substantially and substantively in the form attached hereto as
Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three
(3) fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, commencing with the last quarter of 2011. 

(c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the
“Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system, the Company shall notify the Trustee in
the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the EDGAR system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall
constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable and permitted by the Trust Indenture Act. The Trustee shall have no duty
to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to
this Sections 7.3(c) and 7.3(b) as to the following sentence shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act to the extent permitted by
the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with
any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates. 
 ARTICLE VIII

 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 
 Section 8.1 Company May Consolidate, Etc., Only on Certain Terms. 

The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company, unless: 
 (a) if
the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the entity formed by such consolidation or into which the Company is merged or the
Person that acquires by conveyance or transfer, or that leases, the properties and assets of the Company substantially as an entirety shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, the due and
punctual payment of the principal of and interest (including any Additional Interest) on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed and such entity shall be
organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia unless it has (1) agreed to make all payments due in respect


  
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of the Securities without withholding or deduction for, or on account of, any taxes, duties, assessments or other governmental charges under the laws or regulations of the jurisdiction of
organization or residence (for tax purposes) of such entity or any political subdivision or taxing authority thereof or therein unless required by applicable law, in which case such entity shall have agreed to pay such additional amounts as shall be
required so that the net amounts received and retained by the Holders of such Securities after payment of all taxes (including withholding taxes), duties, assessments or other governmental charges, will be equal to the amounts that such Holders
would have received and retained had no such taxes (including withholding taxes), duties, assessments or other governmental charges been imposed; (2) irrevocably and unconditionally consented and submitted to the jurisdiction of any United
States federal court or New York state court, in each case located in the Borough of Manhattan, The City of New York, in respect of any action, suit or proceeding against it arising out of or in connection with this Indenture or the Securities and
irrevocably and unconditionally waived, to the fullest extent permitted by law, any objection to the laying of venue in any such court or that any such action, suit or proceeding has been brought in an inconvenient forum; and (3) irrevocably
appointed an agent in The City of New York for service of process in any action, suit or proceeding referred to in clause (2) above; 
 (b) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, shall have happened and be
continuing; and 
 (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each
stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture complies with this Article VIII and that all conditions
precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this
Section 8.1. 
 Section 8.2 Successor Company Substituted. 

(a) Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of
its properties and assets substantially as an entirety to any Person in accordance with Section 8.1 and the execution and delivery to the Trustee of the supplemental indenture described in Section 8.1(a), the successor entity
formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyance or transfer, following the execution and delivery of such supplemental indenture, the Company shall be discharged from all
obligations and covenants under the Indenture and the Securities. 
 (b) Such successor Person to the Company may cause to be
executed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such
successor Person instead of the Company and subject to all 

  
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the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities that previously shall have been signed and delivered by the
officers of the Company to the Trustee for authentication, and any Securities that such successor Person thereafter shall cause to be executed and delivered to the Trustee on its behalf. All the Securities so issued shall in all respects have the
same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture. 
 (c) In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate to reflect such
occurrence. 
 ARTICLE IX 
 SUPPLEMENTAL INDENTURES 
 Section 9.1 Supplemental Indentures without
Consent of Holders. 
 Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the
Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, for any of the following purposes: 
 (a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or 

(b) to evidence and provide for the acceptance of appointment hereunder by a successor trustee; or 

(c) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision
herein, or to make or amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the other provisions of this Indenture; provided, that such action pursuant to this
clause (c) shall not adversely affect in any material respect the interests of any Holders; or 
 (d) to comply with the
rules and regulations of any securities exchange or automated quotation system on which any of the Securities may be listed, traded or quoted; or 
 (e) to add to the covenants, restrictions or obligations of the Company or to add to the Events of Default; provided, that such action pursuant to this clause (e) shall not adversely affect in
any material respect the interests of any Holders; or 
 (f) to modify, eliminate or add to any provisions of the Indenture or
the Securities to such extent as shall be necessary to ensure that the Securities are treated as indebtedness of the Company for United States federal income tax purposes; provided, that such action pursuant to this clause (f) shall not
adversely affect in any material respect the interests of any Holders. 
 Section 9.2 Supplemental Indentures with
Consent of Holders. 

  
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 (a) Subject to Section 9.1, with the consent of the Holders of not less than a
majority in aggregate principal amount of the Outstanding Securities, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities under this Indenture;
provided, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security: 
 (i) change the Stated Maturity of the principal of any Security or change the date of payment of any installment of interest (including any Additional Interest) on any Security, or reduce the principal
amount thereof or the rate of interest thereon payable upon the redemption thereof or change the place of payment where, or the coin or currency in which, any Security or interest thereon is payable, or restrict or impair the right to institute suit
for the enforcement of any such payment on or after such date; or 
 (ii) reduce the percentage in aggregate
principal amount of the Outstanding Securities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with any provision of this Indenture or of
defaults hereunder and their consequences provided for in this Indenture; or 
 (iii) modify any of the
provisions of this Section 9.2, Section 5.13 or Section 10.7, except to increase any percentage in aggregate principal amount of the Outstanding Securities, the consent of whose Holders is required for any reason,
or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Security. 
 (b) It shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall
approve the substance thereof. 
 Section 9.3 Execution of Supplemental Indentures. 

In executing or accepting the additional trusts created by any supplemental indenture permitted by this Article IX or the
modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and shall be fully protected in conclusively relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture, that all conditions precedent herein provided for relating to such action have been complied with and that this Indenture is valid, binding and enforceable against the Company
in accordance with the terms of this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Trustee’s own rights, duties, liabilities, indemnities or immunities under this
Indenture or otherwise. Copies of the final form of each supplemental indenture shall be delivered by the Trustee at the expense of the Company to each Holder, promptly after the execution thereof. 

  
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 Section 9.4 Effect of Supplemental Indentures. 

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

Section 9.5 Reference in Securities to Supplemental Indentures. 

Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and
shall if required by the Company, bear a notation in form approved by the Company as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities so modified as to conform, in the opinion of the
Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities. 
 ARTICLE X 
 COVENANTS 

Section 10.1 Payment of Principal and Interest. 
 The Company covenants and agrees for the benefit of the Holders of the Securities that it will duly and punctually pay the principal of and interest (including any Additional Interest) on the Securities
in accordance with the terms of the Securities and this Indenture. 
 Section 10.2 Money for Security Payments to be
Held in Trust. 
 (a) If the Company shall at any time act as its own Paying Agent with respect to the Securities, it will,
on or before each due date of the principal of or interest (including any Additional Interest) on the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal or interest
(including Additional Interest) so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly notify the Trustee in writing of its failure so to act. 

(b) Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M., New York City time, on each due date of the
principal of or interest (including any Additional Interest) on any Securities, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided in the Trust Indenture Act and (unless such Paying Agent is the Trustee)
the Company will promptly notify the Trustee of its failure so to act. 
 (c) The Company will cause each Paying Agent for the
Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 10.2, that such Paying Agent will (i) comply
with the provisions of this Indenture and the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Securities) in the making of any payment in
respect of the Securities, upon the 

  
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written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities. 

(d) The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose,
pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 
 (e) Any money deposited with the Trustee or any Paying Agent, or then held by the Company in trust for the payment of the principal of or interest (including any Additional Interest) on any Security and
remaining unclaimed for two (2) years after such principal or interest has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request
to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease;
provided, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each
Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid to the Company. 
 Section 10.3 Statement
as to Compliance. 
 The Company shall deliver to the Trustee, (i) not later than forty-five (45) days after the
end of each quarter of each fiscal year of the Company and (ii) not later than ninety (90) days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate covering the preceding calendar
year, stating whether or not to the knowledge of the signers thereof the Company is in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of
notice provided hereunder), and if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge. 
 Section 10.4 Reserved. 
 Section 10.5 Certain Additional
Representations, Covenants and Agreements Regarding Pledged Collateral. 
 (a) Pledge of Collateral. The Company
shall deliver to the Trustee a fully executed (i) Pledge and Security Agreement in favor of the Trustee for the benefit of the Holders and (ii)

  
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Account Control Agreement. The Pledged Collateral shall be security for all payments due or to become due with respect to the Outstanding Securities as more fully set forth in the Account Control
Agreement and the Pledge and Security Agreement. The Company represents, warrants and covenants that the Trustee at all times continues to have, a first priority perfected security interest in the Pledged Collateral. The Trustee is authorized to
execute and, subject to Section 6.2(c) as applicable, is authorized (but not obligated to) file (as directed by the Company or the Holders) any agreements or instruments in the form delivered to it by the Company or the Holders in order to
effectuate the perfection of the security interest in the Pledged Collateral, including, without limitation, the Pledge and Security Agreement in the form delivered to it by the Company or the Holders, the Account Control Agreement in the form
delivered to it by the Company or the Holders and UCC-1 financing statements in the form delivered to it by the Company or the Holders relating to all or any portion the Pledged Collateral. The Company shall maintain, or cause to be maintained, at
all times the Pledged Collateral in accordance with the terms of this Indenture, the Account Control Agreement and the Pledge and Security Agreement. The Trustee shall incur no liability to any Person as a result of taking any action with respect to
the Pledged Collateral directed by the Holders of majority in aggregate principal amount of the Outstanding Securities. 
 (b)
Trustee’s Responsibilities Regarding Pledged Collateral. 
 (i) The Company hereby acknowledges and
agrees that notwithstanding anything to the contrary contained in this Indenture or any documents executed in connection herewith or therewith, the Pledged Collateral is collateral solely for the payment and performance by the Company to each of the
Holders of the Outstanding Securities and no other Person shall have any right, title or interest in the Pledged Collateral, except as otherwise expressly set forth in the Account Control Agreement and the Pledge and Security Agreement. Subject to
Section 6.2(c), he Trustee shall, notwithstanding any contrary requirement or direction arising or given hereunder or under any documents executed in connection herewith, follow the written directions (each, a “Pledged Collateral
Notice”) delivered by Holders of a majority in aggregate principal amount of the Outstanding Securities pursuant to the terms of this Indenture and in accordance with the terms and provisions set forth in the Account Control Agreement and
the Pledge and Security Agreement with respect to any action regarding all or any portion of the Pledged Collateral or any proceeds thereof, including, without limitation, during the continuance of an Event of Default directing the Trustee to
exercise all rights and take all actions permitted to be taken by Trustee pursuant to the terms of Pledge and Security Agreement and/or the Account Control Agreement, and the Trustee shall not have any duty, obligation or right to determine when and
if any such action shall be taken.
 (ii) A Pledged Collateral Notice shall be provided to the Trustee by Holders
of a majority in aggregate principal amount of the Outstanding Securities only in connection with an Event of Default which is continuing. Notwithstanding anything to the contrary contained herein, the Company shall not have any right to sell,
release or otherwise dispose of the Pledged Collateral, except as expressly set forth in the Account Control Agreement or the Pledge and Security Agreement. 

  
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 (c) Pledged Collateral. Notwithstanding anything to the contrary contained herein,
the Company covenants and agrees that so long as any of the Pledged Collateral is held pursuant to this Indenture, the Account Control Agreement and the Pledge and Security Agreement, upon the occurrence of an Event of Default which is continuing,
the Trustee shall be permitted to take any action set forth in one or more Pledged Collateral Notices (including the disbursement of any proceeds). 
 Section 10.6 Additional Covenants. 
 (a) The Company agrees to use its
reasonable efforts to continue to qualify as a real estate investment trust under the Code. 
 (b) The Company shall not enter
into, or be a party to, any transaction with an Affiliate of the Company except in the ordinary course of business and on terms which are no less favorable to the Company or such Affiliate than would be obtained in a comparable arm’s length
transaction with an unrelated third party. 
 (c) The Company shall, upon reasonably request of Trustee, execute and deliver
such further instruments and do such further acts as may reasonably be necessary or proper to carry out more effectually the purposes of this Indenture. 
 (d) In addition to all other notices required hereunder, the Company shall promptly, after obtaining knowledge thereof, notify the Holders in writing of the occurrence of any of the following: (i) a
fire or other casualty causing damage in excess of $25,000,000 with respect to any assets of the Company or any Significant Subsidiary and (ii) commencement of any material litigation affecting the Company which will have a material adverse
change in the condition (financial or other), earnings, business or assets of the Company, taken as a whole, whether or not arising from transactions occurring in the ordinary course of business. 

(e) (i) During any period when an Event of Default is continuing, the Company shall not pay any dividends; provided that, in any
fiscal year in which the Company is qualified as a REIT, the Company may pay dividends in an amount, as determined on an aggregate annual basis as of the end of any such fiscal year, not to exceed 100% of the Company’s REIT taxable income for
such fiscal year calculated prior to deducting dividends paid or payable by the Company. 
 (ii) During any
period when an Event of Default is continuing, the Company shall not make any prepayments, repurchases or redemptions of unsecured indebtedness (including any unsecured indebtedness convertible into capital stock of the Company) of the Company that
is subordinated by its terms to the Securities except to the extent funded with or exchanged for equity issued by the Company or the proceeds thereof. 
 (f) The Company shall comply with all applicable material laws, rules, regulations, orders, writs, judgments, injunctions, decrees and determinations (including, without limitation, any fiscal and
accounting rules and regulations and any foreign or domestic law, rule or regulation), including, in connection with the issuance of the Securities. 
 Section 10.7 Waiver of Covenants. 

  
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 The Company may omit in any particular instance to comply with any covenant or condition
contained in Section 10.5 and Section 10.6 if, before or after the time for such compliance, the Holders of at least a majority in aggregate principal amount of the Outstanding Securities shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company in respect of any such covenant or condition shall remain in full force and effect. 
 Section 10.8 Treatment of Securities. 
 The Company will treat the
Securities as indebtedness, and the amounts, other than payments of principal, payable in respect of the principal amount of such Securities as interest, for all U.S. federal income tax purposes. All payments in respect of the Securities will be
made free and clear of U.S. withholding tax to any beneficial owner thereof that has provided an Internal Revenue Service Form W-9 or W-8BEN (or any substitute or successor form) establishing its U.S. or non-U.S. status for U.S. federal income tax
purposes, or any other applicable form establishing a complete exemption from U.S. withholding tax. 
 Section 10.9
Inspection Rights. If an Event of Default occurs and is continuing, upon at least five (5) Business Days prior written notice from the Trustee, the Company shall permit representatives appointed by the Trustee to examine the books and
records of account of the Company (and to make copies thereof and extracts therefrom), all at such reasonable times and intervals during normal business hours as the Trustee may reasonably request. Except to the extent (i) required by law,
(ii) required by any court order, or any directive of a Governmental Authority, or (iii) that any such information is available or accessible in the public domain, the Trustee shall maintain all information disclosed and/or copied in the
course of any such inspection confidential in all respects, except that it may share such information with any collateral manager for the Holders, any other Holder and any of their respective counsel provided that such Person agrees to maintain the
confidentially of such information. 
 ARTICLE XI 
 REDEMPTION OF SECURITIES 
 Section 11.1 Optional Redemption.

 The Company may, at its option redeem the Securities in whole at any time or in part from time to time, at a Redemption Price
equal to one hundred percent (100%) of the principal amount thereof (or of the redeemed portion thereof, as applicable), together, in the case of any such redemption, with accrued and unpaid interest, including any Additional Interest, through
but excluding the date fixed as the Redemption Date (the “Optional Redemption Price”). 
 Section 11.2
Reserved. 
 Section 11.3 Election to Redeem; Notice to Trustee. 

  
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 The election of the Company to redeem any Securities, in whole or in part, shall be
evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Company, the Company shall, not less than fifteen (15) days and not more than seventy-five (75) days prior to the Redemption Date, notify the
Trustee in writing of such date and of the principal amount of the Securities to be redeemed and provide the additional information required to be included in the notice or notices contemplated by Section 11.5. 

Section 11.4 Reserved. 
 Section 11.5 Notice of Redemption. 
 (a) Notice of redemption shall be
given not later than the fifteenth (15th) day, and not earlier than the seventy-fifth (75th) day, prior to the Redemption Date to the Trustee and each Holder of Securities to be redeemed, in whole or in part. 

(b) With respect to Securities to be redeemed, in whole or in part, each notice of redemption shall state: 

(i) the Redemption Date; 
 (ii) the Redemption Price; 
 (iii) if less than all Outstanding
Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the amount of and particular Securities to be redeemed; 

(iv) that on the Redemption Date, the Redemption Price will become due and payable upon each such Security or portion
thereof, and that any interest (including any Additional Interest) on such Security or such portion, as the case may be, shall cease to accrue on and after said date; and 

(v) the place or places where such Securities are to be surrendered for payment of the Redemption Price. 

(c) Notice of redemption of Securities to be redeemed, in whole or in part, at the election of the Company shall be given by the Company
or, at the Company’s request and upon ten (10) days prior notice thereof to Trustee, by the Trustee, in the name and at the expense of the Company and shall be irrevocable. The notice if mailed in the manner provided above shall be
conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, a failure to give such notice by mail or any defect in the notice to the Holder of any Security designated for redemption as a whole or in
part shall not affect the validity of the proceedings for the redemption of any other Security. 
 Section 11.6 Deposit
of Redemption Price. 
 Prior to 10:00 A.M., New York City time, on the Redemption Date specified in the notice of
redemption given as provided in Section 11.5, the Company will deposit with the Trustee or with one or more Paying Agents (or if the Company is acting as its own Paying Agent, the 


  
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Company will segregate and hold in trust as provided in Section 10.2) an amount of money sufficient to pay the Redemption Price of, and any accrued interest (including any Additional
Interest) on, all the Securities (or portions thereof) that are to be redeemed on that date. 
 Section 11.7 Payment of
Securities Called for Redemption. 
 (a) If any notice of redemption has been given as provided in Section 11.5,
the Securities or portion of Securities with respect to which such notice has been given shall become due and payable on the date and at the place or places stated in such notice at the applicable Redemption Price (including any Additional Interest)
to the Redemption Date. On presentation and surrender of such Securities at a Place of Payment specified in such notice, the Securities or the specified portions thereof shall be paid and redeemed by the Company at the applicable Redemption Price
(including any Additional Interest) to the Redemption Date. 
 (b) Upon presentation of any Security redeemed in part only, the
Company shall execute and the Trustee, upon receipt of a Company Order, shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities, of authorized denominations, in aggregate principal amount
equal to the unredeemed portion of the Security so presented and having the same Original Issue Date, Stated Maturity and terms. 
 (c) If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal of such Security shall, until paid, bear interest from and including the Redemption Date
at the rate prescribed therefor in the Security. 
 ARTICLE XII 

FUNDAMENTAL CHANGE IN COMPANY 
 Section 12.1 Repurchase at Option of Holders of the Securities Upon a Fundamental Change. 
 (a) If a Fundamental Change occurs at any time, each Holder of the Securities shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s
Notes, or any portion thereof that is equal to $100,000 principal amount or an integral multiple of $1,000 in excess thereof, on the date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less than
twenty (20) calendar days or more than thirty-five (35) calendar days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount of the Securities to be repurchased, together
with accrued and unpaid interest to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”); provided that if the Fundamental Change Repurchase Date falls after a Regular Record Date but on
or prior to the Interest Payment Date to which such Regular Record Date relates, then any such accrued and unpaid interest shall be paid not to the Holders of the Securities submitting the Securities for repurchase on the Fundamental Change
Repurchase Date but instead to the Holders of such Securities at the close of business on the Regular Record Date, and the Fundamental Change Repurchase Price 

  
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shall be equal to 100% of the principal amount of Securities to be repurchased pursuant to this Article 12. 
 (b) On or before the twentieth (20th) calendar day after the occurrence of the effective date of a Fundamental Change, the Company shall provide to all Holders of the Securities and the Trustee and
the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of the effective date of the Fundamental Change and of the repurchase right at the option
of the Holders of the Securities arising as a result thereof. Each Fundamental Change Company Notice shall specify: 
 (i) the designation of the Securities; 
 (ii) the events causing
the Fundamental Change; 
 (iii) the date of the Fundamental Change; 

(iv) the last date on which a Holder of the Securities may exercise the repurchase right pursuant to this Article 12;

 (v) the Fundamental Change Repurchase Price; 

(vi) the Fundamental Change Repurchase Date; 

(vii) the name and address of the Paying Agent; amd 

(viii) the procedures that Holders of the Securities must follow to require the Company to repurchase their Notes.

 Upon receipt by Trustee of a Fundamental Change Company Notice, the Trustee shall promptly forward such notice to all Holders
of the Securities at the Company’s expense. 
 Such notice shall be by first class mail to the Trustee, to the Paying Agent
and to each Holder of the Securities at its address shown in the Security Register (and to beneficial owners as required by applicable law) or, in the case of Global Securities, in accordance with the applicable procedures of the Depositary.
Simultaneously with providing such notice, the Company shall publish a notice containing the information set forth in the Fundamental Change Company Notice in a newspaper of general circulation in The City of New York or publish such information on
the Company’s website or through such other public medium as the Company may use at that time. 
 No failure of the Company
to give the foregoing notices and no defect therein shall limit the repurchase rights of the Holders of the Securities or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 12.1. 

(c) Repurchases of Securities under this Section 12.1 shall be made, at the option of the Holder of the Securities thereof, upon:


  
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 (i) delivery to the Securities Registrar by a Holder of the Securities of a
duly completed notice (the “Fundamental Change Repurchase Notice”) in the form attached hereto as Exhibit B, if the Securities are physical Securities, or in compliance with the Depositary’s procedures for surrendering
interests in Global Securities, if the Securities are Global Securities, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and 

(ii) delivery of the Securities, if the Securities are physical Securities, to the Securities Registrar at any time after
delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Securities Registrar, or book-entry transfer of the Securities, if the Securities are Global
Securities, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Holder of the Securities of the Fundamental Change Repurchase Price therefor. 

(d) As set forth in Exhibit B, the Fundamental Change Repurchase Notice in respect of any Securities to be repurchased shall
state: 
 (i) in the case of physical Securities, the certificate numbers of the Securities to be delivered for
repurchase; 
 (ii) the portion of the principal amount of the Securities to be repurchased, which must be
$100,000 or an integral multiple thereof; and 
 (iii) that the Securities are to be repurchased by the Company
pursuant to the applicable provisions of the Securities and the Indenture; 
 provided, however, that if the Securities are Global
Securities, the Fundamental Change Repurchase Notice must comply with appropriate Depositary procedures. 
 Notwithstanding
anything herein to the contrary, any Holder of the Securities delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 12.1 shall have the right to withdraw, in whole or in part, such Fundamental
Change Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Securities Registrar in accordance with
Section 12.2. 
 The Securities Registrar shall promptly forward to the Company any Fundamental Change Repurchase
Notices or written notices of withdrawal thereof upon receipt thereof. 
 (e) Notwithstanding the foregoing, no Securities may
be repurchased by the Company on any date at the option of the Holders of the Securities upon a Fundamental Change if the principal amount of the Securities has been accelerated, and such acceleration has not been rescinded, on or prior to such date
(except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes). The Securities Registrar will promptly return to the respective Holders of the
Securities thereof any physical Securities held by it during the acceleration of the Securities (except in the case of an acceleration resulting from a default by the Company in the payment of


  
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the Fundamental Change Repurchase Price with respect to such Securities), or any instructions for book-entry transfer of the Securities in compliance with the procedures of the Depositary shall
be deemed to have been canceled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn. 

Section 12.2 Withdrawal of Repurchase Notice or Fundamental Change Repurchase Notice. 

A Fundamental Change Repurchase Notice may be withdrawn (in whole or in part) by means of a written notice of withdrawal in the form of
Exhibit C delivered to the Corporate Trust Office of the Securities Registrar in accordance with this Section 12.2 at any time prior to the close of business on the Business Day immediately preceding the Repurchase Date or prior
to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, as the case may be, specifying: 
 (a) the principal amount of the Securities with respect to which such notice of withdrawal is being submitted; 
 (b) if physical Securities have been issued, the certificate number of the Securities in respect of which such notice of withdrawal is being submitted; and 

(c) the principal amount, if any, of such Securities that remains subject to the original Fundamental Change Repurchase Notice which
portion must be in principal amounts of $100,000 or an integral multiple of $1,000 in excess thereof; 
 provided, however, that if the
Securities are Global Securities, the Company shall ensure and advise the Trustee that the notice complies with appropriate procedures of the Depositary. 
 Section 12.3 Deposit of Fundamental Change Repurchase Price. 
 (a) The
Company shall deposit with the Trustee (or other Paying Agent) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date, an amount of money sufficient to repurchase all of the Securities to be repurchased at the
appropriate Fundamental Change Repurchase Price. Subject to receipt of funds and/or Securities by the Trustee (or other Paying Agent), payment for Securities surrendered for repurchase (and not withdrawn prior to the close of business on the
Business Day immediately preceding the Fundamental Change Repurchase Date) will be made on the later of (i) the Fundamental Change Repurchase Date with respect to such Securities (provided the Holder of the Securities has satisfied the
conditions in Section 12.1) and (ii) the time of book-entry transfer or the delivery of such Securities to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by
Section 12.1 and in accordance with Section 3.1(e) hereof for the amount payable to the Holders of such Securities entitled thereto as they shall appear in the Security Register; provided, however, that payments to the
Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in
excess of the Fundamental Change Repurchase Price. 

  
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 (b) If by 11:00 a.m. New York City time, on the Fundamental Change Repurchase Date, as the
case may be, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment on all the Securities or portions thereof that are to be repurchased on such Fundamental Change Repurchase Date, as the case may be,
then such Securities will cease to be Outstanding, interest will cease to accrue on such Securities (whether or not book-entry transfer of the Securities has been made or the Securities have been delivered to the Trustee or Paying Agent) and all
other rights of the Holders of such Securities will terminate (other than the right to receive the Fundamental Change Repurchase Price). 
 (c) Upon surrender of a Security that is to be repurchased in part pursuant to Section 12.1, the Company shall execute and the Trustee upon receipt of a Company Order shall authenticate and deliver
to the Holder a new Security in an authorized denomination equal in principal amount to the unrepurchased portion of the Securities surrendered. 
 Section 12.4 Covenant to Comply with Applicable Laws Upon Repurchase of Notes. 
 In connection with any repurchase offer, the Company shall, if required: 
 (a)
comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act; 
 (b) file a
Schedule TO or any successor or similar schedule; and 
 (c) otherwise comply with all federal and state securities laws in
connection with any offer by the Company to repurchase the Securities; 
 (d) in each case, so as to permit the rights and
obligations under this Article 12 to be exercised in the time and in the manner specified in this Article 12. 

  
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 ARTICLE XIII 
 MISCELLANEOUS 
 Section 13.1 Indenture and Securities Solely Corporate
Obligations. 
 No recourse for the payment of the principal of or interest on any Security, or for any claim based thereon
or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in this Indenture or in any supplemental indenture, or in any such Security, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, stockholder, officer, director, employee or agent, as such, past, present or future, of the Company or any incorporator, stockholder, officer, director, employee or agent of any affiliate,
predecessor or successor to the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived
and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Securities. 

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

**** 
 [signature
page follows] 

  
 65 









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

			
	RAIT FINANCIAL TRUST
		
	By:	 	/s/ James J. Sebra 
	Name: James J. Sebra 
	Title: SVP & CAO


 <Signatures Continue on Following Page> 

SIGNATURE PAGE TO INDENTURE 







 
			
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	/s/ Timothy P. Mowdy 
	Name: Timothy P. Mowdy
	Title: Vice President


 SIGNATURE PAGE TO INDENTURE 







 Exhibit A 
 Form of Officer’s Financial Certificate 
 The undersigned, the Chief
Financial Officer and Treasurer of RAIT Financial Trust (the “Company”) hereby certifies, pursuant to Section 7.3(b) of the Indenture, dated as of October 5, 2011 (the “Indenture”), between the Company and
Wilmington Trust, National Association, as trustee, that, as of [                    ], that: 

[FOR YEAR END: Attached hereto are the audited consolidated financial statements (including the balance sheet, income statement
and statement of cash flows, and notes thereto, together with the report of the independent accountants thereon) of the Company for the three years ended
[                    ] (the “Financial Statements”). 

[FOR QUARTER END: Attached hereto are the unaudited consolidated and consolidating financial statements (including the balance
sheet and income statement) of the Company and its consolidated subsidiaries for the quarter ended [date], 20    ] (the “Financial Statements”). 

The Financial Statements fairly present in all material respects, in accordance with U.S. generally accepted accounting principles
(“GAAP”), the financial position of the Company and its consolidated subsidiaries and the results of operations and changes in financial condition as of the date, and for the [quarter][year] ended
[                    ] and such financial statements have been prepared in accordance with GAAP consistently applied throughout the period
involved (expect as otherwise noted therein). 
 There has been no default in the payment of principal, interest, premium or
similar items with respect to any indebtedness owed by the Company and/or their respective subsidiaries (as such term is defined in Rule1-02(w) of Regulation S-X under the Exchange Act) (other than those defaults cured within thirty (30) days
of the occurrence of the same. 
 The representations and warranties set forth in Section 4(c), 4(p) and 4(t)(i) of the
Exchange Agreement (as defined in the Indenture) are true and correct as of the date hereof. 
 [signature page follows]








 Exhibit A 
 IN WITNESS WHEREOF, the undersigned has executed this Officer’s Financial Certificate as of this [    ] day of
[                    ], [            ]. 

 

			
	RAIT FINANCIAL TRUST
		
	By:	 	 
	Name: Jack Salmon
	Title: Chief Financial Officer and Treasurer









 Exhibit B 
 [FORM OF FUNDAMENTAL CHANGE REPURCHASE NOTICE] 
  

	To:	RAIT Financial Trust 

 Wilmington
Trust, National Association 
 Rodney Square North 
 1100 N. Market St. 
 Wilmington, DE 19890 

Attn: Corporate Trust Services—Administrator for RAIT Financial Trust 

cc: Wilmington Trust, National Association 
 50 South Sixth Street 
 Minneapolis, MN 55402 

Attn: Corporate Capital Markets 
 The undersigned registered owner of this Security hereby acknowledges receipt of a notice from RAIT Financial Trust (the “Company”) as to the occurrence of a Fundamental Change with
respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to pay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Securities
(1) the entire principal amount of this Security, or the portion thereof (that is $100,000 principal amount or an integral multiple of $1,000 in excess thereof) below designated, and (2) if such Fundamental Change Repurchase Date does not
fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding, such Fundamental Change Repurchase Date. 

In the case of physical Securities, the certificate numbers of the Securities to be repurchased are as set forth below: 

Dated:
                                 

	
	
	  
	Signature(s)
	
	  
	Social Security or Other Taxpayer
Identification Number
	
	Principal amount to be repaid (if less than all): $            ,000



			
		
		 	NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Securities in every particular without alteration or enlargement
or any change whatever.









 Exhibit C 
 [FORM OF WITHDRAWAL OF FUNDAMENTAL CHANGE REPURCHASE NOTICE] 
  

	To:	RAIT Financial Trust 

 Wilmington
Trust, National Association 
 Rodney Square North 
 1100 N. Market St. 
 Wilmington, DE 19890 

Attn: Corporate Trust Services—Administrator for RAIT Financial Trust 

cc: Wilmington Trust, National Association 
 50 South Sixth Street 
 Minneapolis, MN 55402 

Attn: Corporate Capital Markets 
 The undersigned registered owner of this Security hereby withdraws its Fundamental Change Repurchase Notice, dated as of
[                    ] to RAIT Financial Trust (the “Company”) with respect to the entire principal amount of this
Securities, or the portion thereof (that is $100,000 principal amount or an integral multiple of $1,000 in excess thereof) below designated and agrees that the portion thereof (that is $100,000 principal amount or an integral multiple of $1,000 in
excess thereof) below designated shall remain subject to the original Fundamental Change Repurchase Notice. 
 In the case of
physical Securities, the certificate numbers of the Securities to be repurchased are as set forth below: 
 Dated:
                                    


	
	
	  
	Signature(s)



	
	
	  
	Social Security or Other Taxpayer
Identification Number
	
	Principal amount to be withdrawn (if less than all): $            ,000
	
	Principal amount to be repaid (if less than all): $            ,000









 Exhibit C 

 

			
		 	NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Securities in every particular without alteration or enlargement
or any change whatever.