EX-4.1



 Exhibit 4.1 
  

 
 RETAIL PROPERTIES OF AMERICA,
INC. 
 TO 
 U.S.
BANK NATIONAL ASSOCIATION 
 Trustee 
  

 
 Indenture

 Dated as of March 12, 2015 
  

 
 Senior Debt
Securities 
  
  

  
 1 








 TABLE OF CONTENTS 

 

					
	 	  	Page	 
		
	 RECITALS OF THE COMPANY
	  	 	1	  
		
	 ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	  	 	1	  
	 SECTION 1.01. Definitions.
	  	 	1	  
	 SECTION 1.02. Compliance Certificates and Opinions.
	  	 	10	  
	 SECTION 1.03. Form of Documents Delivered to Trustee.
	  	 	10	  
	 SECTION 1.04. Acts of Holders.
	  	 	11	  
	 SECTION 1.05. Notices, etc., to Trustee and Company.
	  	 	12	  
	 SECTION 1.06. Notice to Holders: Waiver.
	  	 	13	  
	 SECTION 1.07. Counterparts; Effect of Headings and Table of Contents.
	  	 	14	  
	 SECTION 1.08. Successors and Assigns.
	  	 	14	  
	 SECTION 1.09. Severability Clause.
	  	 	14	  
	 SECTION 1.10. Benefits of Indenture.
	  	 	14	  
	 SECTION 1.11. Governing Law.
	  	 	14	  
	 SECTION 1.12. Non-Business Day.
	  	 	14	  
	 SECTION 1.13. Limited Liability; Immunity of Stockholders, Directors, Officers and Agents of the Company.
	  	 	15	  
	 SECTION 1.14. Conflict with Trust Indenture Act.
	  	 	15	  
		
	 ARTICLE TWO - SECURITIES FORMS
	  	 	15	  
	 SECTION 2.01. Forms of Securities.
	  	 	15	  
	 SECTION 2.02. Form of Trustee’s Certificate of Authentication.
	  	 	16	  
	 SECTION 2.03. Securities Issuable in Global Form.
	  	 	16	  
		
	 ARTICLE THREE - THE SECURITIES
	  	 	17	  
	 SECTION 3.01. Amount Unlimited; Issuable in Series.
	  	 	17	  
	 SECTION 3.02. Denominations.
	  	 	20	  
	 SECTION 3.03. Execution, Authentication, Delivery and Dating.
	  	 	20	  
	 SECTION 3.04. Temporary Securities.
	  	 	22	  
	 SECTION 3.05. Registration, Registration of Transfer and Exchange.
	  	 	25	  
	 SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities.
	  	 	27	  
	 SECTION 3.07. Payment of Interest; Interest Rights Preserved.
	  	 	28	  
	 SECTION 3.08. Persons Deemed Owners.
	  	 	29	  
	 SECTION 3.09. Cancellation.
	  	 	30	  
	 SECTION 3.10. Computation of Interest.
	  	 	30	  
	 SECTION 3.11. CUSIP Numbers.
	  	 	31	  
		
	 ARTICLE FOUR - SATISFACTION AND DISCHARGE
	  	 	31	  
	 SECTION 4.01. Satisfaction and Discharge of Indenture.
	  	 	31	  
	 SECTION 4.02. Application of Trust Funds.
	  	 	32	  


  
 (i) 









					
		
	 ARTICLE FIVE – REMEDIES
		 	32	  
	 SECTION 5.01. Events of Default.
		 	32	  
	 SECTION 5.02. Acceleration of Maturity; Rescission and Annulment.
		 	34	  
	 SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee.
		 	35	  
	 SECTION 5.04. Trustee May File Proofs of Claim.
		 	35	  
	 SECTION 5.05. Trustee May Enforce Claims Without Possession of Securities.
		 	36	  
	 SECTION 5.06. Application of Money Collected.
		 	36	  
	 SECTION 5.07. Limitation on Suits.
		 	37	  
	 SECTION 5.08. Unconditional Right of Holders to Receive Principal, Premium or Make-Whole Amount, if any, and Interest, if
any.
		 	37	  
	 SECTION 5.09. Restoration of Rights and Remedies.
		 	38	  
	 SECTION 5.10. Rights and Remedies Cumulative.
		 	38	  
	 SECTION 5.11. Delay or Omission Not Waiver.
		 	38	  
	 SECTION 5.12. Control by Holders of Securities.
		 	38	  
	 SECTION 5.13. Waiver of Past Defaults.
		 	39	  
	 SECTION 5.14. Waiver of Usury, Stay or Extension Laws.
		 	39	  
	 SECTION 5.15. Undertaking for Costs.
		 	39	  
		
	 ARTICLE SIX - THE TRUSTEE
		 	40	  
	 SECTION 6.01. Notice of Defaults.
		 	40	  
	 SECTION 6.02. Certain Rights of Trustee.
		 	40	  
	 SECTION 6.03. Not Responsible for Recitals or Issuance of Securities.
		 	42	  
	 SECTION 6.04. May Hold Securities.
		 	42	  
	 SECTION 6.05. Money Held in Trust.
		 	43	  
	 SECTION 6.06. Compensation and Reimbursement.
		 	43	  
	 SECTION 6.07. Corporate Trustee Required; Eligibility; Conflicting Interests.
		 	43	  
	 SECTION 6.08. Resignation and Removal; Appointment of Successor.
		 	44	  
	 SECTION 6.09. Acceptance of Appointment by Successor.
		 	45	  
	 SECTION 6.10. Merger, Conversion, Consolidation or Succession to Business.
		 	46	  
	 SECTION 6.11. Appointment of Authenticating Agent.
		 	46	  
	 SECTION 6.12. Certain Duties and Responsibilities of the Trustee.
		 	48	  
		
	 ARTICLE SEVEN - HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
		 	49	  
	 SECTION 7.01. Disclosure of Names and Addresses of Holders.
		 	49	  
	 SECTION 7.02. Reports by Trustee.
		 	49	  
	 SECTION 7.03. Reports by Company.
		 	50	  
	 SECTION 7.04. Company to Furnish Trustee Names and Addresses of Holders.
		 	50	  
		
	 ARTICLE EIGHT - CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE
		 	51	  
	 SECTION 8.01. Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to Certain
Conditions.
		 	51	  
	 SECTION 8.02. Rights and Duties of Successor Entity.
		 	51	  
	 SECTION 8.03. Officers’ Certificate and Opinion of Counsel.
		 	52	  


  
 (ii) 









					
		
	 ARTICLE NINE - SUPPLEMENTAL INDENTURES
		 	52	  
	 SECTION 9.01. Supplemental Indentures Without Consent of Holders.
		 	52	  
	 SECTION 9.02. Supplemental Indentures with Consent of Holders.
		 	53	  
	 SECTION 9.03. Execution of Supplemental Indentures.
		 	54	  
	 SECTION 9.04. Effect of Supplemental Indentures.
		 	55	  
	 SECTION 9.05. Conformity with Trust Indenture Act.
		 	55	  
	 SECTION 9.06. Reference in Securities to Supplemental Indentures.
		 	55	  
		
	 ARTICLE TEN - COVENANTS
		 	55	  
	 SECTION 10.01. Payment of Principal, Premium or Make-Whole Amount, if any, and Interest, if any.
		 	55	  
	 SECTION 10.02. Maintenance of Office or Agency.
		 	55	  
	 SECTION 10.03. Money for Securities Payments to Be Held in Trust.
		 	56	  
	 SECTION 10.04. Existence.
		 	57	  
	 SECTION 10.05. Statement as to Compliance.
		 	57	  
	 SECTION 10.06. Waiver of Certain Covenants.
		 	58	  
		
	 ARTICLE ELEVEN - REDEMPTION OF SECURITIES
		 	58	  
	 SECTION 11.01. Applicability of Article.
		 	58	  
	 SECTION 11.02. Election to Redeem; Notice to Trustee.
		 	58	  
	 SECTION 11.03. Selection by Trustee of Securities to Be Redeemed.
		 	58	  
	 SECTION 11.04. Notice of Redemption.
		 	59	  
	 SECTION 11.05. Deposit of Redemption Price.
		 	60	  
	 SECTION 11.06. Securities Payable on Redemption Date.
		 	60	  
	 SECTION 11.07. Securities Redeemed in Part.
		 	60	  
		
	 ARTICLE TWELVE - SINKING FUNDS
		 	61	  
	 SECTION 12.01. Applicability of Article.
		 	61	  
	 SECTION 12.02. Satisfaction of Sinking Fund Payments with Securities.
		 	61	  
	 SECTION 12.03. Redemption of Securities for Sinking Fund.
		 	61	  
		
	 ARTICLE THIRTEEN - REPAYMENT AT THE OPTION OF HOLDERS
		 	62	  
	 SECTION 13.01. Applicability of Article.
		 	62	  
	 SECTION 13.02. Repayment of Securities.
		 	62	  
	 SECTION 13.03. Exercise of Option.
		 	62	  
	 SECTION 13.04. When Securities Presented for Repayment Become Due and Payable.
		 	63	  
	 SECTION 13.05. Securities Repaid in Part.
		 	63	  
		
	 ARTICLE FOURTEEN - DEFEASANCE AND COVENANT DEFEASANCE
		 	64	  
	 SECTION 14.01. Applicability of Article: Company’s Option to Effect Defeasance or Covenant Defeasance.
		 	64	  
	 SECTION 14.02. Defeasance and Discharge.
		 	64	  
	 SECTION 14.03. Covenant Defeasance.
		 	64	  
	 SECTION 14.04. Conditions to Defeasance or Covenant Defeasance.
		 	65	  
	 SECTION 14.05. Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.
		 	66	  


  
 (iii) 









					
		
	 ARTICLE FIFTEEN - MEETINGS OF HOLDERS OF SECURITIES
		 	68	  
	 SECTION 15.01. Purposes for Which Meetings May Be Called.
		 	68	  
	 SECTION 15.02. Call, Notice and Place of Meetings.
		 	68	  
	 SECTION 15.03. Persons Entitled to Vote at Meetings.
		 	68	  
	 SECTION 15.04. Quorum; Action.
		 	68	  
	 SECTION 15.05. Determination of Voting Rights; Conduct and Adjournment of Meetings.
		 	70	  
	 SECTION 15.06. Counting Votes and Recording Action of Meetings.
		 	70	  
		
	 SIGNATURES
		 	1	  
		
	 EXHIBIT A FORM OF REDEEMABLE OR NON-REDEEMABLE SENIOR SECURITY
		 	A-1	  
		
	 EXHIBIT B FORMS OF CERTIFICATION
		 	A-1	  


  
 (iv) 








 RETAIL PROPERTIES OF AMERICA, INC. 

Reconciliation and tie between the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act” or
“TIA”) and this Indenture, dated as of March 12, 2015. 
  

									
	 	 	 Trust Indenture

Act Section
	 	 	  	 Indenture Section
	  	 
					
		 	§ 310(a)(1)               	 		  	6.07	  	
		 	(a)(2)               	 		  	Not applicable	  	
		 	(a)(3)               	 		  	Not applicable	  	
		 	(a)(4)               	 		  	Not applicable	  	
		 	(a)(5)               	 		  	Not applicable	  	
		 	(b)               	 		  	6.04, 6.08	  	
		 	§ 311               	 		  	1.01(2), 6.04	  	
		 	§ 312               	 		  	7.01	  	
		 	(a)               	 		  	Not applicable	  	
		 	(b)               	 		  	7.01	  	
		 	(c)               	 		  	Not applicable	  	
		 	§ 313               	 		  	1.01(“Outstanding”), 7.02	  	
		 	(c)               	 		  	6.01, 7.03	  	
		 	§ 314               	 		  	Not applicable	  	
		 	(a)               	 		  	Not applicable	  	
		 	(b)               	 		  	Not applicable	  	
		 	(c)(1)               	 		  	Not applicable	  	
		 	(c)(2)               	 		  	Not applicable	  	
		 	(c)(3)               	 		  	Not applicable	  	
		 	(d)               	 		  	Not applicable	  	
		 	(e)               	 		  	Not applicable	  	
		 	§ 315(a)               	 		  	3.03, 6.02	  	
		 	(b)               	 		  	3.03, 6.02	  	
		 	(c)               	 		  	3.03, 6.02	  	
		 	(d)               	 		  	3.03, 6.02	  	
		 	(e)               	 		  	6.08	  	
		 	§ 316(a)               	 		  	Not applicable	  	
		 	(a)(1)(A)               	 		  	Not applicable	  	
		 	(a)(1)(B)               	 		  	Not applicable	  	
		 	(a)(2)               	 		  	Not applicable	  	
		 	(b)               	 		  	Not applicable	  	
		 	(c)               	 		  	1.04	  	
		 	§317(a)(1)               	 		  	Not applicable	  	
		 	(a)(2)               	 		  	Not applicable	  	
		 	(b)               	 		  	Not applicable	  	
		 	§318(a)               	 		  	Not applicable	  	


  
 (v) 








  

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


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

  
 (vi) 








 INDENTURE, dated as of March 12, 2015, between RETAIL PROPERTIES OF AMERICA, INC., a
corporation organized under the laws of the State of Maryland (hereinafter called the “Company”), having its principal office at 2021 Spring Road, Suite 200, Oak Brook, Illinois, 60523, and U.S. Bank National Association, as Trustee
hereunder (hereinafter called the “Trustee”), having a Corporate Trust Office at 190 S. LaSalle Street, 10th Floor, Chicago, Illinois 60603. 

RECITALS OF THE COMPANY 

The Company deems it necessary to issue from time to time for its lawful purposes senior debt securities (hereinafter called the
“Securities”) evidencing its unsecured and senior indebtedness, and has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of the Securities, to be issued in one or more Series
as provided in this Indenture. 
 This Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended (the
“Trust Indenture Act” or “TIA”), that are deemed to be incorporated into this Indenture and shall, to the extent applicable, be governed by such provisions. 

All things necessary to make this Indenture a valid and legally binding agreement of the Company, in accordance with its terms, have been
done. 
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Securities or of Series thereof, as follows: 
 ARTICLE ONE - DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION 
 SECTION 1.01. Definitions. For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires: 
 (1) the terms defined in this Article have the meanings
assigned to them in this Article, and include the plural as well as the singular; 
 (2) all other terms used herein which
are defined in the TIA, either directly or by reference therein, have the meanings assigned to them therein, and the terms “cash transactions” and “self liquidating paper,” as used in TIA Section 311, shall have the meanings
assigned to them in the rules of the Commission adopted under the TIA; 
 (3) all accounting terms not otherwise defined
herein have the meanings assigned to them in accordance with GAAP; 







 (4) any reference to an “Article” or a “Section” refers to an
Article or Section, as the case may be, of this Indenture; and 
 (5) the words “herein,” “hereof “and
“hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. 

“Act,” when used with respect to any Holder, has the meaning specified in Section 1.04. 

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

“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 6.11 hereof to act on behalf of
the Trustee to authenticate Securities of one or more Series. 
 “Authorized Newspaper” means a newspaper, printed in the
English language or in an official language of the country of publication, customarily published on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in each place in connection with which the
term is used or in the financial community of each such place. Whenever successive publications are required to be made in Authorized Newspapers, the successive publications may be made in the same or in different Authorized Newspapers in the same
city meeting the foregoing requirements and in each case on any Business Day. 
 “Bankruptcy Law” has the meaning specified
in Section 5.01. 
 “Board of Directors” when used with reference to the Company, means the board of directors of the
Company, or any committee of that board duly authorized to act hereunder or any director or directors and/or officer or officers of the Company, to whom the board or committee shall have duly delegated its authority. 

“Board Resolution” means a copy of (1) a resolution certified by the Secretary or an Assistant Secretary of the Company
to have been duly adopted by the Board of Directors or a duly authorized committee of the Board of Directors and to be in full force and effect on the date of such certification or (2) a certificate signed by the director or directors or
officer or officers to whom the Board of Directors of the Company shall have duly delegated its authority, together with a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of
Directors and to be in full force and effect on the date of such certification authorizing such delegation, and, in each case, delivered to the Trustee. 

“Business Day,” means, unless otherwise specified, with respect to any Securities issued pursuant to Section 3.01, any
day, other than a Saturday, Sunday or any other day on which the banking institutions in New York, New York are authorized or obligated by law or executive order to close. 

  
 2 








 “Capital Stock” means, with respect to any Person, any capital stock (including
preferred stock), shares, interests, participations or other ownership interests (however designated) of such Person and any rights (other than debt securities convertible into or exchangeable for corporate stock), warrants or options to purchase
any thereof. 
 “Clearstream” means Clearstream Banking Luxembourg, société anonyme, or its successor. 

“Code” means the Internal Revenue Code of 1986, as amended, and the regulations thereunder. 

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act,
or, if at any time after execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date. 

“Common Depository” has the meaning specified on Section 3.04. 

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

“Company Request” and “Company Order” mean, respectively, a written request or order signed in the name of
the Company by the Chief Executive Officer, the President, Chief Financial Officer and any Executive Vice President, Senior Vice President or Vice President (whether or not designated by a number or word or words added before or after the title
“Vice President”), and by the Treasurer, Assistant Treasurer, Secretary or Assistant Secretary of the Company and delivered to the Trustee. 

“Conversion Event” means the cessation of use of (i) a Foreign Currency both by the government of the country or the
confederation which issued such currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community or (ii) any currency unit (or composite currency) for the purposes
for which it was established. 
 “Corporate Trust Office” means the office of the Trustee at which, at any particular time,
its corporate trust business shall be principally administered, which office at the date hereof is located at 190 S. LaSalle Street, 10th Floor, Chicago, Illinois 60603. 

“corporation” includes corporations, limited liability companies, partnerships, associations, companies and business trusts.

 “covenant defeasance” has the meaning specified in Section 14.03. 

“Custodian” has the meaning specified in Section 5.01. 

  
 3 








 “Defaulted Interest” has the meaning specified in Section 3.07. 

“defeasance” has the meaning specified in Section 14.02. 

“Dollar” and the sign “$” means a dollar or other equivalent unit in such coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts. 
 “DTC” means the
Depository Trust Company and any successor to DTC in its capacity as depository for any Securities. 
 “Euroclear” means
Euroclear Bank S.A./N.V., or its successor, as operator of the Euroclear System. 
 “Event of Default” has the meaning
specified in Section 5.01. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, as in force at the
date as of which this Indenture was executed; provided, however, that in the event the Exchange Act is amended after such date, “Exchange Act” means to the extent required by any such amendment, the Exchange Act as so
amended. 
 “Exchange Date” has the meaning specified in Section 3.04. 

“FINRA” has the meaning specified in Section 13.03. 

“Foreign Currency” means any currency, currency unit or composite currency, including, without limitation, the euro, issued
by the government of one or more countries other than the United States of America or by any recognized confederation or association of such governments. 

“GAAP” means generally accepted accounting principles in the United States of America, consistently applied, as in effect
from time to time. 
 “Global Security” means a Security evidencing all or a part of a Series of Securities issued to and
registered in the name of the depository for such Series, or its nominee, in accordance with Section 3.05, and bearing the legend prescribed in Section 2.03. 

“Government Obligations” means (i) securities which are (A) direct obligations of the United States of America or
the government which issued the Foreign Currency in which the Securities of a particular Series are payable, for the payment of which its full faith and credit is pledged or (B) obligations of a Person controlled or supervised by and acting as
an agency or instrumentality of the United States of America or such government which issued the Foreign Currency in which the Securities of such Series are payable, the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America or such other government, which, in either case, are not callable or redeemable at the option of the issuer thereof, and (ii) a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on or principal of any such Government Obligation held by such custodian for the account of the holder of a 

  
 4 








 
depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt
from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal of the Government Obligation evidenced by such depository receipt. 

“Holder” means, in the case of a Registered Security, the Person in whose name a Security is registered in the Security
Register. 
 “Indenture” means this instrument as originally executed or as it may be supplemented or amended from time to
time by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, and shall include the terms of particular Series of Securities established as contemplated by Section 3.01; provided,
however, that, if at any time more than one Person is acting as Trustee under this instrument, “Indenture” shall mean, with respect to any one or more Series of Securities for which such Person is Trustee, this instrument as
originally executed or as it may be supplemented or amended from time to time by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of the or those particular Series of
Securities for which such Person is Trustee established as contemplated by Section 3.01, exclusive, however, of any provisions or terms which relate solely to other Series of Securities for which such Person is Trustee, regardless of when such
terms or provisions were adopted, and exclusive of any provisions or terms adopted by means of one or more indentures supplemental hereto executed and delivered after such Person had become such Trustee but to which such Person, as such Trustee, was
not a party. 
 “Indexed Security” means a Security the terms of which provide that the principal amount thereof payable at
Stated Maturity may be more or less than the principal face amount thereof at original issuance. 
 “Interest,” when used
with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, shall mean interest payable after Maturity. 

“Interest Payment Date,” when used with respect to any Security, means the Stated Maturity of an installment of interest on
such Security. 
 “Make-Whole Amount,” when used with respect to any Security, means the amount, if any, in addition to
principal (and accrued interest thereon, if any) which is required by a Security, under the terms and conditions specified therein or as otherwise specified as contemplated by Section 3.01, to be paid by the Company to the Holder thereof in
connection with any optional redemption or accelerated payment of such Security. 
 “mandatory sinking fund payment” has
the meaning specified in Section 12.01. 
 “Maturity,” when used with respect to any Security, means the date on which
the principal (or, if the context so requires, in the case of an Original Issue Discount Security, or lesser amount or, in the case of an Indexed Security, an amount determined in accordance with the specified terms of that Security) of such
Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, notice of redemption, notice of option to elect repayment or otherwise. 

  
 5 








 “Notice of Default” has the meaning specified in Section 5.01. 

“Officers’ Certificate” means a certificate signed by the Chief Executive Officer, the President, Chief Financial
Officer and any Executive Vice President, Senior Vice President or Vice President (whether or not designated by a number or word or words added before or after the title “Vice President”) and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary of the Company, and delivered to the Trustee. 
 “Opinion of Counsel” means a written
opinion of counsel, who may be counsel for the Company or who may be an employee of or other counsel for the Company. 
 “Option to
Elect Repayment” has the meaning specified in Section 13.03. 
 “optional sinking fund payment” has the
meaning specified in Section 12.01. 
 “Original Issue Discount Security” means any Security which provides for an
amount (excluding any amounts attributable to accrued but unpaid interest thereon) less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02. 

“Outstanding,” when used with respect to Securities, means, as of the date of determination, all Securities theretofore
authenticated and delivered under this Indenture, except: 
 (i) Securities theretofore canceled by the Trustee or
delivered to the Trustee for cancellation; 
 (ii) Securities, or portions thereof, for whose payment or redemption
(including repayment at the option of the Holder) money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company
shall act as its own Paying Agent) for the Holders of such Securities; provided, however, that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture, or provision therefor
satisfactory to the Trustee has been made; 
 (iii) Securities, except to the extent provided in Sections 14.02 and 14.03,
with respect to which the Company has effected defeasance and/or covenant defeasance as provided in Article Fourteen; and 

(iv) Securities which have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Securities have
been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a protected purchaser in whose
hands such Securities are valid obligations of the Company. 
 provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, 

  
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consent or waiver hereunder or are present at a meeting of Holders for quorum purposes, and for the purpose of making the calculations required by TIA Section 313, (i) the principal
amount of an Original Issue Discount Security that may be counted in making such determination or calculation and that shall be deemed to be Outstanding for such purpose shall be equal to the amount of principal thereof that would be (or shall have
been declared to be) due and payable, at the time of such determination, upon a declaration of acceleration of the maturity thereof pursuant to Section 5.02, (ii) the principal amount of any Security denominated in a Foreign Currency that
may be counted in making such determination or calculation and that shall be deemed Outstanding for such purpose shall be equal to the Dollar equivalent, determined pursuant to Section 3.01 as of the date such Security is originally issued by
the Company, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent as of such date of original issuance of the amount determined as provided in clause (i) above) of such Security, (iii) the
principal amount of any Indexed Security that may be counted in making such determination or calculation and that shall be deemed outstanding for such purpose shall be equal to the principal face amount of such Indexed Security at original issuance,
unless otherwise provided with respect to such Security pursuant to Section 3.01, and (iv) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making such calculation or in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only
Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities owned as provided in clause (iv) above which have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other
obligor. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. 

“Paying Agent” means any Person authorized by the Company to pay the principal of (and premium or Make-Whole Amount, if any)
or interest on any Securities on behalf of the Company. 
 “Person” means any individual, corporation, limited liability
company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof, or any other entity or organization. 

“Place of Payment,” when used with respect to the Securities of or within any Series, means the place or places where the
principal of (and premium or Make-Whole Amount, if any) and interest on such Securities are payable as specified as contemplated by Sections 3.01 and 10.02. 

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt
as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed
to evidence the same debt as the mutilated, destroyed, lost or stolen Security. 

  
 7 








 “Preferred Stock” means, with respect to any Person, all capital stock issued by
such Person that is entitled to a preference or priority over any other capital stock issued by such Person with respect to any distribution of such Person’s assets, whether by dividend or upon any voluntary or involuntary liquidation,
dissolution or winding up. 
 “Recourse” means, with reference to any indebtedness for money borrowed, the portion of such
indebtedness, if any, that is not Without Recourse to the obligor thereunder, directly or indirectly. For purposes hereof, a Person shall not be deemed to be “indirectly” liable for indebtedness of an obligor solely by reason of the fact
that such Person has an ownership interest in such obligor, provided that such Person is not otherwise legally liable, directly or indirectly, for such obligor’s indebtedness (e.g., by reason of a guaranty or contribution obligation, by
operation of law or by reason of such Person being a general partner of such obligor). 
 “Redemption Date,” when used with
respect to any Security to be redeemed, in whole or in part, means the date fixed for such redemption by or pursuant to this Indenture. 

“Redemption Price,” when used with respect to any Security to be redeemed, means the price specified in the related
Officers’ Certificate or supplemental indenture contemplated by and pursuant to Section 3.01, at which it is to be redeemed pursuant to this Indenture. 

“Registered Security” shall mean any Security which is registered in the Security Register. 

“Regular Record Date” for the interest payable on any Interest Payment Date on the Registered Securities of or within any
Series means the date specified for that purpose as contemplated by Section 3.01, whether or not a Business Day. 
 “Repayment
Date” means, when used with respect to any Security to be repaid at the option of the Holder, the date fixed for such repayment by or pursuant to this Indenture. 

“Repayment Price” means, when used with respect to any Security to be repaid at the option of the Holder, the price at which
it is to be repaid by or pursuant to this Indenture. 
 “Responsible Officer,” when used with respect to the Trustee, means
any officer with the Corporate Trust Department (or any successor group of the Trustee) who shall have direct responsibility for the administration of this Indenture, and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of such officer’s knowledge and familiarity with the particular subject. 

“Security” and “Securities” has the meaning stated in the first recital of this Indenture and, more
particularly, means any Security or Securities authenticated and delivered under this Indenture; provided, however, that, if at any time there is more than one Person acting as Trustee under this Indenture, “Securities” with
respect to this Indenture as to which such Person is Trustee shall have the meaning stated in the first recital of this Indenture and shall more particularly mean Securities authenticated and delivered under this Indenture, exclusive, however, of
Securities of any Series as to which such Person is not Trustee. 

  
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 “Security Register” and “Security Registrar” have the
respective meanings specified in Section 3.05. 
 “Senior Officer” means, with respect to the Company, the Chairman of
the Board of Directors, the President, the Chief Executive Officer, the Chief Financial Officer, the Treasurer, Chief Investment Officer, Chief Operating Officer or the Controller/Chief Accounting Officer of the Company. 

A “Series” of Securities means all securities denoted as part of the same Series authorized by or pursuant to a particular
Board Resolution. 
 “Significant Subsidiary” has the meaning specified in Section 5.01. 

“Special Record Date” for the payment of any Defaulted Interest on the Registered Securities of or within any Series means a
date fixed by the Company pursuant to Section 3.07. 
 “Stated Maturity,” when used with respect to any Security or
any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. 

“Subsidiary” means a corporation, partnership, association, joint venture, limited liability company or other business
entity, which is required to be consolidated with the Company in accordance with GAAP. 
 “Trust Indenture Act” or
“TIA” means the Trust Indenture Act of 1939, as amended and as in force at the date as of which this Indenture was executed, except as provided in Section 9.05. 

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

“United States” means, unless otherwise specified with respect to any Securities pursuant to Section 3.01, the United
States of America (including the states and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction. 

“United States Person” means, unless otherwise specified with respect to any Securities pursuant to Section 3.01, an
individual who is a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States or an estate or trust the income of which is subject to United States Federal
income taxation regardless of its source. 
 “Without Recourse” means, with reference to any indebtedness for money
borrowed, any portion of such indebtedness for which the obligor thereunder is not liable or obligated other than as to such obligor’s interest in an asset specifically identified or designated with respect to such


  
 9 








 
indebtedness, subject to such limited exceptions to the non-recourse nature of such indebtedness, such as, but not limited to, fraud, misappropriation, misapplication and environmental
indemnities, as are usual and customary in like transactions involving institutional lenders at the time of the incurrence of such indebtedness. 

“Yield to Maturity” means the yield to maturity, computed at the time of issuance of a Security (or, if applicable, at the
most recent redetermination of interest on such Security) and as set forth in such Security in accordance with generally accepted United States bond yield computation principles. 

SECTION 1.02. Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied
with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. 

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (including certificates
delivered pursuant to Section 10.05) shall include: 
 (1) a statement that each individual signing such certificate or
opinion has read such condition or covenant and the definitions herein relating thereto; 
 (2) a brief statement as to the
nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 

(3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and 
 (4)
a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. 
 SECTION 1.03.
Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion
of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may
certify or give an opinion as to such matters in one or several documents. 

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

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 
 SECTION 1.04. Acts of
Holders. 
 (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be
given or taken by Holders of the Outstanding Securities of all Series or one or more Series, as the case may be, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents
duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments or so voting at
any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and
the Company and any agent of the Trustee or the Company, if made in the manner provided in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 15.06. 

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

  
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 (c) The ownership of Registered Securities shall be proved by the Security Register. As to any
matter relating to beneficial ownership interests in any Global Security, the appropriate depository’s records shall be dispositive for purposes of this Indenture. 

(d) If the Company shall solicit from the Holders of Registered Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company may, at its option, in or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or
other Act, but the Company shall have no obligation to do so. Notwithstanding TIA Section 316(c), such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30
days prior to the first solicitation of Holders generally in connection therewith and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or
other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of
Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date;
provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the
record date. 
 (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall
bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee,
any Security Registrar, any Paying Agent, any Authenticating Agent or the Company in reliance thereon, whether or not notation of such action is made upon such Security. 

SECTION 1.05. Notices, etc., to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act
of Holders or other documents provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, 

(1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with the Trustee at 190 LaSalle Street, 10th Floor, Chicago, Illinois 60603 or at any other address previously furnished in writing to the Company by the Trustee, Attention:
Global Corporate Trust Services; or 
 (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this Indenture or at any other
address previously furnished in writing to the Trustee by the Company, Attention: Chief Financial Officer and General Counsel; or 

(3) either the Trustee or the Company, by the other party or by any Holder, shall be sufficient for every purpose hereunder if
given by facsimile transmission, receipt confirmed by telephone followed by an original copy delivered by guaranteed overnight courier; if to the Trustee at facsimile number (312) 332-8009; and if to the Company at facsimile number
(630) 282-7465. 

  
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 The Trustee shall accept electronic transmissions; provided, that (i) the Trustee
shall not have any duty or obligation to verify or confirm that the Person sending instructions, directions, reports, notices or other communications or information by electronic transmission is, in fact, a Person authorized to give such
instructions, directions, reports, notices or other communications or information on behalf of the party purporting to send such electronic transmission; and the Trustee shall not have any liability for any losses, liabilities, costs or expenses
incurred or sustained by any party as a result of such reliance upon or compliance with such instructions, directions, reports, notices or other communications or information and (ii) each other party agrees to assume all risks arising out of
the use of electronic methods to submit instructions, directions, reports, notices or other communications or information to the Trustee, including, without limitation, the risk of the Trustee acting on unauthorized instructions, notices, reports or
other communications or information, and the risk of interception and misuse by third parties. 
 SECTION 1.06. Notice to Holders:
Waiver. 
 Where this Indenture provides for notice of any event to Holders of Registered Securities by the Company or the Trustee, such
notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears
in the Security 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. In any case where notice to Holders of Registered Securities is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders of Registered Securities given as provided herein. Any notice mailed to a Holder
in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice. 

If by reason of the suspension of or irregularities in regular mail service or by reason of any other cause it shall be impracticable to give
such notice by mail, then such notification to Holders of Registered Securities as shall be made with the approval of the Trustee shall constitute a sufficient notification to such Holders for every purpose hereunder. 

Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the country of publication. 
 Where this Indenture provides
for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 

  
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 SECTION 1.07. Counterparts; Effect of Headings and Table of Contents. This Indenture
may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Indenture. The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof. 
 SECTION 1.08. Successors and Assigns. All
covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 

SECTION 1.09. Severability Clause. In case any provision in this Indenture or in any Security shall be held invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

SECTION 1.10. Benefits of Indenture. Nothing in this Indenture or in the Securities, if any, express or implied, shall give to any
Person, other than the parties hereto, any Security Registrar, any Paying Agent, any Authenticating Agent and their successors hereunder and the Holders any benefit or any legal or equitable right, remedy or claim under this Indenture. 

SECTION 1.11. Governing Law. This Indenture and the Securities shall be governed by and construed in accordance with the laws of
the State of New York. This Indenture is subject to the provisions of the TIA that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions. 

THE PARTIES HERETO AND EACH HOLDER BY ITS ACCEPTANCE OF THE ANY SECURITY EACH HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS INDENTURE OR ANY SECURITY OR ANY TRANSACTION RELATED HERETO OR THERETO TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. 

SECTION 1.12. Non-Business Day. In any case where any Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment
date, Stated Maturity or Maturity of any Security or the last date on which a Holder has the right to exchange a Security shall not be a Business Day, then (notwithstanding any other provision of this Indenture or any Security other than a provision
in the Securities of any Series which specifically states that such provision shall apply in lieu hereof), payment of interest, if any, or principal (and premium or Make-Whole Amount, if any) or exchange of such Security need not be made at such
specified Place of Payment on such date, but (except as otherwise provided in the supplemental indenture with respect to such Security) may be made at such Place of Payment on the next succeeding Business Day with the same force and effect as if
made on the Interest Payment Date, Redemption Date, Repayment Date or sinking fund payment date, or at the Stated Maturity or Maturity, or on such last day for exchange, provided that no interest shall accrue on the amount so payable for the period
from and after such Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or Maturity, as the case may be. 

  
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 SECTION 1.13. Limited Liability; Immunity of Stockholders, Directors, Officers and Agents
of the Company. Notwithstanding any other provision of this Indenture or of the Securities of any Series to the contrary, no recourse under or upon any obligation, covenant or agreement contained in this Indenture or in any Security, or for the
payment of any sums due on account of any indebtedness evidenced thereby, including without limitation principal, premium or interest, if any, or for any claim based on this Indenture or any Security or otherwise in respect of this Indenture or any
Security, shall be had, whether by levy or execution or otherwise against any past, present or future shareholder, or any employee, officer, director or agent, as such, of the Company or of any successor, either directly or through the Company or
any successor, under any rule of law, statute, constitutional provision or by the enforcement of any assessment or penalty, or by any legal or equitable proceeding or otherwise, nor shall any such parties be personally liable for any such amounts,
obligations or claims, or liable for any deficiency judgment based thereon or with respect thereto, it being expressly understood that the sole remedies hereunder or under any other document with respect to the Securities against such parties with
respect to such amounts, obligations or claims shall be against the Company and that all such liability of and recourse against such parties is expressly waived and released by the acceptance of the Securities by the Holders and as part of the
consideration for the issue of the Securities. 
 SECTION 1.14. Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with another provision hereof which is required or deemed to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control. If any provision of this Indenture
modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be. 

ARTICLE TWO - SECURITIES FORMS 

SECTION 2.01. Forms of Securities. The Registered Securities, if any, of each Series shall be substantially in the form of
Exhibit A hereto or in such other form as shall be established in one or more indentures supplemental hereto or approved from time to time by or pursuant to a Board Resolution in accordance with Section 3.01, shall have such
appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such
legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any stock exchange, automated quotation system or clearing agency, or to conform to usage. 
 The definitive
Securities shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or mechanically reproduced on safety paper or may be produced in any other manner, all as
determined by the officers executing such Securities, as evidenced by their execution of such Securities. 

  
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 SECTION 2.02. Form of Trustee’s Certificate of Authentication. Subject to
Section 6.11, the Trustee’s certificate of authentication shall be in substantially the following form: 
 This is one of the
Securities of the Series designated therein referred to in the within-mentioned Indenture. 
  

									
							  

							as Trustee
					
	Dated:		  
				By:		  

			  
						Authorized Signatory

 SECTION 2.03. Securities Issuable in Global Form. If Securities of or within a Series are issuable
in the form of one or more Global Securities, then, notwithstanding clause (8) of Section 3.01 and the provisions of Section 3.02, any such Global Security or Securities may provide that it or they shall represent the aggregate amount
of all Outstanding Securities of such Series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities of such Series represented thereby
may from time to time be increased or decreased to reflect exchanges. Any endorsement of any Global Security to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders thereof, of Outstanding Securities
represented thereby shall be made (or caused to be made) by the Trustee in such manner or by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 3.03 or 3.04. Subject
to the provisions of Section 3.03 and, if applicable, Section 3.04, the Trustee shall deliver and redeliver any Global Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein
or in the applicable Company Order. If a Company Order pursuant to Section 3.03 or 3.04 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Global Security shall
be in writing but need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel. 
 The provisions of the last
sentence of Section 3.03 shall apply to any Security represented by a Global Security if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Global Security together with written instructions
(which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last
sentence of Section 3.03. 
 Notwithstanding the provisions of Section 3.07, unless otherwise specified as contemplated by
Section 3.01, payment of principal of and any premium or Make-Whole Amount, if any, and interest, if any, on any Global Security in permanent global form shall be made to the registered Holder thereof. 

Notwithstanding the provisions of Section 3.08 and except as provided in the preceding paragraph, the Company, the Trustee and any agent
of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent Global Security, the Holder of such permanent Global Security in registered form. 

  
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 Any Global Security authenticated and delivered hereunder shall bear a legend in substantially
the following form: 
 “This Security is a Global Security within the meaning set forth in the Indenture hereinafter referred to and is
registered in the name of a Depository or a nominee of a Depository. This Security is exchangeable for Securities registered in the name of a person other than the Depository or its nominee only in the limited circumstances described in the
Indenture, and may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or its nominee to a successor
Depository or its nominee.” 
 ARTICLE THREE - THE SECURITIES 

SECTION 3.01. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited. 
 The Securities may be issued in one or more Series, each of which shall be authorized
pursuant to Board Resolutions of the Company. There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions and, subject to Section 3.03, set forth in an Officers’
Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any Series: 

(1) the title of the Securities of the Series, including “CUSIP” numbers (which shall distinguish the Securities of
such Series from all other Series of Securities); 
 (2) any limit upon the aggregate principal amount of the Securities of
the Series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to
Section 3.04, 3.05, 3.06, 9.06, 11.07 or 13.05) and the minimum authorized denominations with respect to the Securities of such Series; 

(3) the price (expressed as a percentage of the principal amount thereof) at which such Securities will be issued and, if other
than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof, pursuant to Section 5.02; 

(4) the date or dates, or the method for determining such date or dates, on which the principal of such Securities will be
payable; 

  
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 (5) the rate or rates (which may be fixed or variable), or the method by which
such rate or rates shall be determined, at which such Securities will bear interest, if any; 
 (6) the date or dates, or the
method for determining such date or dates, from which any such interest will accrue, the Interest Payment Dates on which any such interest will be payable, the Regular Record Dates for such Interest Payment Dates, or the method by which such dates
shall be determined, the Persons to whom such interest, if any, shall be payable, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months; 

(7) the Make-Whole Amount, if any, or method for determining the Make-Whole Amount, if any, payable with respect to such
Securities, and the terms upon which such amount, if any, will be payable; 
 (8) the place or places where the principal of
(and premium or Make-Whole Amount, if any) and interest, if any, on such Securities will be payable, where such Securities may be surrendered for registration of transfer or exchange and where notices or
demands to or upon the Company in respect of such Securities and this Indenture may be served; 
 (9) the period or periods,
if any, within which, the price or prices at which and the other terms and conditions upon which such Securities may, pursuant to any optional or mandatory redemption provisions, be redeemed, as a whole or in part, at the option of the Company; 

(10) the obligation, if any, of the Company to redeem, repay or purchase such Securities pursuant to any sinking fund or
analogous provision or at the option of a Holder thereof, and the period or periods within which, the price or prices at which and the other terms and conditions upon which such Securities will be redeemed, repaid or purchased, as a whole or in
part, pursuant to such obligation; 
 (11) if other than Dollars, the currency or currencies in which such Securities are
denominated and payable, which may be a foreign currency or units of two or more foreign currencies or a composite currency or currencies, the manner of determining the equivalent thereof in Dollars for purposes of the definition of
“Outstanding” in Section 1.01, and the terms and conditions relating thereto; 
 (12) whether the
amount of payments of principal of (and premium or Make-Whole Amount, if any, including any amount due upon redemption, if any) or interest, if any, on such Securities may be determined with reference to an index, formula or other method (which
index, formula or method may, but need not be, based on the yield on or trading price of other securities, including United States Treasury securities or on a currency, currencies, currency unit or units, or composite currency or currencies) and the
manner in which such amounts shall be determined; 
 (13) whether the principal of (and premium or Make-Whole Amount, if any) or interest, if any, on the Securities of the Series are to be payable, at the election of the Company or a Holder thereof, in a currency or currencies, currency unit or units or


  
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composite currency or currencies other than that in which such Securities are denominated or stated to be payable, the period or periods within which, and the terms and conditions upon which,
such election may be made, and the time and manner of, and identity of the exchange rate agent with responsibility for, determining the exchange rate between the currency or currencies, currency unit or units or composite currency or currencies in
which such Securities are denominated or stated to be payable and the currency or currencies, currency unit or units or composite currency or currencies in which such Securities are to be so payable; 

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

(16) whether and under what circumstances the Company will pay any additional amounts on such Securities in respect of any tax,
assessment or governmental charge and, if so, whether the Company will have the option to redeem such Securities in lieu of making such payment; 

(17) whether any Securities of the Series are to be issuable initially in temporary global form and whether any Securities of
the Series are to be issuable in permanent global form and, if so, whether beneficial owners of interests in any such permanent global Security may, or shall be required to, exchange such interests for Securities of such Series and of like tenor of
any authorized form and denomination and the circumstances under which any such exchanges may, or shall be required to, occur, if other than in the manner provided in this Indenture, and, if Registered Securities of the Series are to be issuable as
a Global Security, the identity of the depository for such Series; 
 (18) the date as of which any temporary Global Security
representing outstanding Securities of the Series shall be dated if other than the date of original issuance of the first Security of the Series to be issued; 

(19) the Person to whom interest, if any, on any Registered Security of the Series shall be payable, if other than the Person
in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, if any, and the extent to which, or the manner in which, interest, if any, payable on a
temporary Global Security on an Interest Payment Date will be paid if other than in the manner provided herein; provided, however, in each case, that the manner of determining such Person or making such payment shall be acceptable to
the Trustee (as not imposing on it any undue administrative burden or risk of liability); 
 (20) the applicability, if any,
of the defeasance and covenant defeasance provisions of Article Fourteen hereof to the Securities of the Series; 

  
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 (21) if the Securities of such Series are to be issuable in definitive form
(whether upon original issue or upon exchange of a temporary Security of such Series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and/or terms of such certificates, documents or
conditions; 
 (22) designation of the Trustee, if different from the Trustee under this Indenture, with respect to such
Series and the terms applicable to such Trustee (which shall be accepted by such Trustee by its execution and delivery of a supplemental indenture as provided therein); and 

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

All Securities of any one Series shall be substantially identical except, in the case of Registered Securities, as to denomination and except
as may otherwise be provided in or pursuant to such Board Resolution (subject to Section 3.03) and set forth in such Officers’ Certificate or in any such indenture supplemental hereto. All Securities of any one Series need not be issued at
the same time and, unless otherwise provided, a Series may be reopened, without the consent of the Holders, for issuances of additional Securities of such Series. 

If any of the terms of the Securities of any Series are established by action taken pursuant to one or more Board Resolutions, a copy of an
appropriate record of such action(s) shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the Securities of
such Series. 
 SECTION 3.02. Denominations. The Securities of each Series shall be issuable in such denominations as shall be
specified as contemplated by Section 3.01. With respect to Securities of any Series denominated in Dollars, in the absence of any such provisions with respect to the Securities of any Series, the Securities of such Series, other than Global
Securities (which may be of any denomination), shall be issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof or the equivalent amounts thereof in the case of Securities denominated in the Foreign Currency or
currency unit. 
 SECTION 3.03. Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of
the Company by the Chief Executive Officer, President, Chief Financial Officer and any Executive Vice President, Senior Vice President or Vice President of the Company, under its corporate seal reproduced thereon, and attested by its Secretary or
one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities.

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

  
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 At any time and from time to time after the execution and delivery of this Indenture, the Company
may deliver Securities of any Series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities (accompanied by a copy of the Board Resolution and the
Officers’ Certificate or supplemental indenture contemplated by Section 3.01), and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If any Security shall be represented by a permanent Global
Security, then, for purposes of this Section and Section 3.04, the notation of a beneficial owner’s interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be
delivery in connection with its original issuance of such beneficial owner’s interest in such permanent Global Security. 
 If all the
Securities of any Series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such Series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such
Securities and determining the terms of particular Securities of such Series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall accrue. In authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be provided with, and (subject to TIA Section 315(a) through 315(d)) shall be fully protected in relying upon, 

(i) an Opinion of Counsel stating that 

(a) the form or forms of such Securities have been established in conformity with the provisions of this Indenture; 

(b) the terms of such Securities have been established in conformity with the provisions of this Indenture; and 

(c) such Securities when completed by appropriate insertions and executed and delivered by the Company to the Trustee for
authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization and other similar laws of general applicability relating
to or affecting the enforcement of creditors’ rights generally and to general equitable principles; and 
 (ii) an
Officers’ Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of the Securities have been complied with and that, to the best of the knowledge of the signers of such certificate, that no
Event of Default with respect to any of the Securities shall have occurred and be continuing. 

  
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 If such form or terms have been so established, the Trustee shall not be required to authenticate
such Securities (or to enter into the related supplemental indenture, if applicable) if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, obligations or immunities under the Securities and
this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. 
 Notwithstanding the provisions of
Section 3.01 and of the preceding paragraph, if all the Securities of any Series are not to be issued at one time, it shall not be necessary to deliver an Officers’ Certificate otherwise required pursuant to Section 3.01 or a Company
Order, or an Opinion of Counsel or an Officers’ Certificate otherwise required pursuant to the preceding paragraph at the time of issuance of each Security of such Series, but such order, opinion and certificates, with appropriate modifications
to cover such future issuances, shall be delivered at or before the time of issuance of the first Security of such Series. 
 Each
Registered Security shall be dated the date of its authentication. 
 No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee (subject to Section 6.11) by manual signature of an
authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Security (including a Global Security) shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation
as provided in Section 3.09 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all
purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. 

SECTION 3.04. Temporary Securities. 

(a) Pending the preparation of definitive Securities of any Series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are
issued, in registered form, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. In the case of
Securities of any Series, such temporary Securities may be in global form. 
 Except in the case of temporary Global Securities (which shall
be exchanged as otherwise provided herein or as otherwise provided in or pursuant to a Board Resolution or supplemental indenture pursuant to Section 3.01), if temporary Securities of any Series are issued, the Company will cause definitive
Securities of that Series to be prepared without unreasonable delay. After the preparation of definitive Securities of such Series, the temporary Securities of such Series shall be exchangeable for definitive Securities of such Series upon surrender
of the 

  
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temporary Securities of such Series at the office or agency of the Company in a Place of Payment for that Series, without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any Series, the Company shall execute (in accordance with a Company Order delivered at or prior to the authentication of the first definitive security to such Series) and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of the same Series of authorized denominations. Until so exchanged, the temporary Securities of any Series shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities of such Series. 
 (b) Unless otherwise provided in or pursuant to a Board Resolution or supplemental indenture
pursuant to Section 3.01, the following provisions of this Section 3.04(b) shall govern the exchange of temporary Securities other than through the facilities of DTC. If any such temporary Security is issued in global form, then such
temporary Global Security shall, unless otherwise provided therein, be delivered to the London office of a depository or common depository upon and pursuant to written direction of the Company (the “Common Depository”), for the
benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct). 

Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary
Global Security (the “Exchange Date”), the Company shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the principal amount of such temporary Global Security, executed by the Company. On or
after the Exchange Date, such temporary Global Security shall be surrendered by the Common Depository to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities
without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary Global Security, an equal aggregate principal amount of definitive Securities of the same Series of authorized denominations and of like
tenor as the portion of such temporary Global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary Global Security shall be in registered form or permanent global registered form, or any combination
thereof, as specified as contemplated by Section 3.01, and, if any combination thereof is so specified, as requested by the beneficial owner thereof (as directed by or pursuant to information provided by the Common Depository); provided,
however, that, unless otherwise specified in such temporary Global Security, upon such presentation by the Common Depository, such temporary Global Security shall be accompanied by a certificate dated the Exchange Date or a subsequent date
and signed by Euroclear as to the portion of such temporary Global Security held for its account then to be exchanged and a certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary Global
Security held for its account then to be exchanged, each in the form set forth in Exhibit B-2 to this Indenture or in such other form as may be established pursuant to Section 3.01. 

Unless otherwise specified in such temporary Global Security, the interest of a beneficial owner of Securities of a Series in a temporary
Global Security shall be exchanged for definitive Securities of the same Series and of like tenor following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and
delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit B-1 to this Indenture (or in such other form as may be established pursuant to


  
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Section 3.01), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any
Authenticating Agent appointed for such Series of Securities and each Paying Agent. Unless otherwise specified in such temporary Global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary Global
Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like unless such Person takes delivery of such definitive Securities in person at the offices of Euroclear or
Clearstream. 
 Until exchanged in full as hereinabove provided, the temporary Securities of any Series shall in all respects be entitled to
the same benefits under this Indenture as definitive Securities of the same Series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 3.01, interest, if any, payable on a
temporary Global Security on an Interest Payment Date for Securities of such Series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and
Clearstream to the Trustee of a certificate or certificates in the form set forth in Exhibit B-2 to this Indenture (or in such other forms as may be established pursuant to Section 3.01), for
credit without further interest on or after such Interest Payment Date to the respective accounts of Persons who are the beneficial owners of such temporary Global Security on such Interest Payment Date and who have each delivered to Euroclear or
Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth as Exhibit B-1 to this
Indenture (or in such other forms as may be established pursuant to Section 3.01). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the
preceding two paragraphs of this Section 3.04(b) and of the third paragraph of Section 3.03 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary Global Security with respect to which such
certification was made will be exchanged for definitive Securities of the same Series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial
owners. Except as otherwise provided in this paragraph, no payments of principal or interest, if any, owing with respect to a beneficial interest in a temporary Global Security will be made unless and until such interest in such temporary Global
Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee prior to the expiration of two years after such
Interest Payment Date in order to be repaid to the Company. 
 With respect to Exhibit B-1 or B-2 to this Indenture, the Company may, in its
discretion and if required or desirable under applicable law, substitute one or more other forms of such exhibits for such exhibits, eliminate the requirement that any or all certificate be provided, or change the time that any certificate may be
required, provided that such substitute form or forms or notice of elimination or change of such certification requirement have theretofore been delivered to the Trustee with a Company Request and such form or forms, elimination or
change is reasonably acceptable to the Trustee. 

  
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 SECTION 3.05. Registration, Registration of Transfer and Exchange. The Company shall
cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency of the Company in a Place of Payment a register for each Series of Securities (the registers maintained in such office or in any such office or agency of the
Company in a Place of Payment being herein sometimes referred to collectively as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of
Registered Securities and of transfers of Registered Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Trustee, at its Corporate Trust Office, is
hereby initially appointed “Security Registrar” for the purpose of registering Registered Securities and transfers of Registered Securities on such Security Register as herein provided. In the event that the Trustee shall cease to
be Security Registrar, it shall have the right to examine, and be provided a copy of, the Security Register at all reasonable times. 

Subject to the provisions of this Section 3.05, upon surrender for registration of transfer of any Registered Security of any Series at
any office or agency of the Company in a Place of Payment for that Series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of
the same Series, of any authorized denominations and of a like aggregate principal amount, bearing a number not contemporaneously outstanding, and containing identical terms and provisions. 

Subject to the provisions of this Section 3.05, at the option of the Holder, Registered Securities of any Series may be exchanged for
other Registered Securities of the same Series, of any authorized denomination or denominations and of a like aggregate principal amount, containing identical terms and provisions, upon surrender of the Registered Securities to be exchanged at any
such office or agency. Whenever any such Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to
receive. 
 Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 3.01, any permanent Global Security
shall be exchangeable only as provided in this paragraph. If the depository for any permanent Global Security is DTC, then, unless the terms of such Global Security expressly permit such Global Security to be exchanged in whole or in part for
definitive Securities, a Global Security may be transferred, in whole but not in part, only to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for such Global Security selected or approved by the Company or to a nominee of
such successor to DTC. If at any time DTC notifies the Company that it is unwilling or unable to continue as depository for the applicable Global Security or Securities or if at any time DTC ceases to be a clearing agency registered under the
Exchange Act, if so required by applicable law or regulation, the Company shall appoint a successor depository with respect to such Global Security or Securities. If (w) a successor depository for such Global Security or Securities is not
appointed by the Company within 90 days after the Company receives such notice or becomes aware of such unwillingness, inability or ineligibility, (x) the Company delivers to the Trustee for Securities of such Series in registered form a
Company Order stating that the Securities of such Series shall be exchangeable, (y) an Event of Default has occurred and is continuing and the beneficial owners representing a majority in principal amount of the applicable Series of Securities
represented by 

  
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such Global Security or Securities advise DTC to cease acting as depository for such Global Security or Securities or (z) the Company, in its sole discretion, determines at any time that all
Outstanding Securities (but not less than all) of any Series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities, then the Company shall execute, and the Trustee shall
authenticate and deliver definitive Securities of like Series, rank, tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities. If any beneficial owner of an interest in a
permanent global Security is otherwise entitled to exchange such interest for Securities of such Series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 3.01 and
provided that any applicable notice provided in the permanent Global Security shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the
Company shall execute, and the Trustee shall authenticate and deliver definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner’s interest in such permanent Global Security. On or after the
earliest date on which such interests may be so exchanged, such permanent Global Security shall be surrendered for exchange by DTC or such other depository as shall be specified in the Company Order with respect thereto to the Trustee, as the
Company’s agent for such purpose; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on the relevant
Redemption Date if the Security for which exchange is requested may be among those selected for redemption. If a Registered Security is issued in exchange for any portion of a permanent Global Security after the close of business at the office or
agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and the opening of business at such office
or agency on the related proposed date for payment of Defaulted Interest, interest, if any, or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of
such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest, if any, in respect of such portion of such permanent Global Security is payable in
accordance with the provisions of this Indenture. 
 All Securities issued upon any registration of transfer or exchange of Securities shall
be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. 

Every Registered Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the
Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in
writing. 
 No service charge shall be made for any registration of transfer or exchange of Securities, but the Company and the Trustee may
require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06, 11.07 or 13.05
not involving any transfer. 

  
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 The Company or the Trustee, as applicable, shall not be required (i) to issue, register the
transfer of or exchange any Security if such Security may be among those selected for redemption during a period beginning at the opening of business 15 days before selection of the Securities to be redeemed under Section 11.03 and ending at
the close of business on the day of the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except, in the case of any Registered
Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to issue, register the transfer of or exchange any Security which has been surrendered for repayment at the option of the Holder, except the portion, if any, of
such Security not to be so repaid. 
 Furthermore, notwithstanding any other provision of this Section 3.05, the Company will not be
required to exchange any Securities if, as a result of the exchange, the Company would suffer adverse consequences under any United States law or regulation. 

SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Trustee or the
Company, together with, in proper cases, such security or indemnity as may be required by the Company or the Trustee to save each of them or any agent of either of them harmless, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same Series and principal amount, containing identical terms and provisions and bearing a number not contemporaneously outstanding. 

If there shall be delivered to the Company and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any
Security, and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a
protected purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same Series and principal amount, containing identical
terms and provisions and bearing a number not contemporaneously outstanding, appertaining to such destroyed, lost or stolen Security. 

Notwithstanding the provisions of the previous two paragraphs, in case any such mutilated, destroyed, lost or stolen Security has become or is
about to become due and payable, the Company in its discretion may, instead of issuing a new Security appertaining to such destroyed, lost or stolen Security, pay such Security if the applicant for such payment shall furnish to the Company and the
Trustee for such Security such security or indemnity as may be required by them to save each of them harmless, and in the case of destruction, loss or theft, evidence satisfactory to the Company and Trustee and any agent of any of them of the
destruction, loss or theft of such Security and the ownership thereof. 
 Upon the issuance of any new Security under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 

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

SECTION 3.07. Payment of Interest; Interest Rights Preserved. Except as otherwise specified with respect to a Series of Securities
in accordance with the provisions of Section 3.01, interest, if any, on any Registered 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 payment, if any, at the office or agency of the Company maintained for such purpose pursuant to Section 10.02;
provided, however, that each installment of interest on any Registered Security may at the Company’s option be paid by (i) mailing a check for such interest, if any, payable to or upon the written order of the Person entitled
thereto pursuant to Section 3.08, to the address of such Person as it appears on the Security Register or (ii) transfer to an account maintained by the payee located inside the United States. 

Unless otherwise provided as contemplated by Section 3.01, every permanent Global Security will provide that interest, if any, payable on
any Interest Payment Date will be paid to DTC, Euroclear and/or Clearstream, as the case may be, with respect to that portion of such permanent Global Security held for its account by Cede & Co. or a nominee of the Common Depository, as the
case may be, for the purpose of permitting such party to credit the interest received by it in respect of such permanent Global Security to the accounts of the beneficial owners thereof. 

Except as otherwise specified with respect to a Series of Securities in accordance with the provisions of Section 3.01, interest, if any,
on any Registered Security of any Series that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered
Holder thereof on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below: 

(1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered Securities of
such Series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee
in writing of the amount of Defaulted Interest proposed to be paid on each Registered Security of such Series and the date of the proposed payment (which shall not be less than 20 days after such notice is received by the Trustee), and at the same
time the Company shall deposit with the Trustee an amount of money in the currency or currencies, currency unit or units or composite currency or 

  
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currencies in which the Securities of such Series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such Series) equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the
date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Registered Securities of such
Series at his address as it appears in the Security Register not less than 10 days prior to such Special Record Date. The Trustee may, in its discretion, in the name and at the expense of the Company, cause a similar notice to be published at least
once in an Authorized Newspaper in each Place of Payment, but such publications shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Registered Securities of such Series (or their respective Predecessor Securities) are registered at the close of business on such
Special Record Date and shall no longer be payable pursuant to the following clause (2). 
 (2) The Company may make payment
of any Defaulted Interest on the Registered Securities of any Series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. 

Subject to the foregoing provisions of this Section and Section 3.05, each Security delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 

SECTION 3.08. Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and premium or Make-Whole Amount,
if any), and (subject to Sections 3.05 and 3.07) interest, if any, on, such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary. All such payments so made to any such Person, or upon such Person’s order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for money payable upon any such Security. 

  
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 No holder of any beneficial interest in any Global Security held on its behalf by a depository
shall have any rights under this Indenture with respect to such Global Security and such depository (which is the Holder of such security) shall 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, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial
ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 

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

SECTION 3.09. Cancellation. All Securities surrendered for payment, redemption, repayment at the option of the Holder, registration of
transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any such Securities surrendered directly to the Trustee for any such purpose, upon
direction by the Company, shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be
promptly cancelled by the Trustee. If the Company shall so acquire any of the Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. Cancelled Securities held by the
Trustee shall be disposed of by the Trustee in accordance with its customary practices (subject to the record retention requirements of the Exchange Act). 

SECTION 3.10. Computation of Interest. Except as otherwise specified as contemplated by Section 3.01 with respect to
Securities of any Series, interest on the Securities of each Series shall be computed on the basis of a 360-day year consisting of twelve 30-day months. 

  
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 SECTION 3.11. CUSIP Numbers. The Company in issuing the Securities may use
“CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no
representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and
any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing of any change in the “CUSIP” numbers. 

ARTICLE FOUR - SATISFACTION AND DISCHARGE 

SECTION 4.01. Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect
with respect to any Series of Securities specified in such Company Request (except as to any surviving rights of registration of transfer or exchange of Securities of such Series herein expressly provided for), and the Trustee, upon receipt of a
Company Order, and at the expense of the Company, shall execute instruments in form and substance satisfactory to the Trustee and the Company acknowledging satisfaction and discharge of this Indenture as to such Series when 

(1) either 

(A) all Securities of such Series theretofore authenticated and delivered (other than (i) Securities of such Series which
have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Securities of such Series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or 

(B) all Securities of such Series not theretofore delivered to the Trustee for cancellation 

(i) have become due and payable, or 

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

(iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, 
 and
the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in the currency or currencies, currency unit or


  
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units or composite currency or currencies in which the Securities of such Series are payable, sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered
to the Trustee for cancellation, for principal (and premium or Make-Whole Amount, if any) and interest, if any, to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date,
as the case may be; 
 (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and

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

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee and any predecessor Trustee under
Section 6.06, the obligations of the Company to any Authenticating Agent under Section 6.11 and, if money shall have been deposited with and held by the Trustee pursuant to subclause (B) of clause (1) of this Section, the
obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.03 shall survive such satisfaction and discharge. 

SECTION 4.02. Application of Trust Funds. Subject to the provisions of the last paragraph of Section 10.03, all money
deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the
Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium or Make-Whole Amount, if any), and interest, if any, for whose payment such money has been deposited with or
received by the Trustee, but such money need not be segregated from other funds except to the extent required by law. 
 ARTICLE FIVE -
REMEDIES 
 SECTION 5.01. Events of Default. “Event of Default,” wherever used herein with respect to any
particular Series of Securities, means any one of the following events (whatever the reason for such Event of Default and whether or not it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or governmental body): 
 (1) default in the
payment of interest, if any, on any Security of that Series when it becomes due and payable, and continuance of such default for a period of 30 days; or 

  
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 (2) default in the payment of the principal of (or premium or Make-Whole Amount,
if any, on) any Security of that Series when it becomes due and payable at its Maturity; or 
 (3) default in the deposit of
any sinking fund payment, to the extent applicable to such Series of Securities, when and as due by the terms of any Security of that Series; or 

(4) default in the performance, or breach, of any covenant or warranty of the Company in this Indenture with respect to any
Security of that Series (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of Series of
Securities other than that Series), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in principal amount of the Outstanding Securities of that Series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or 

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

 

	 	(a)	commences a voluntary case; 

  

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

  

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

  

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

  

	 	(e)	generally is unable to pay its debts as the same become due; or 

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

	 	(a)	is for relief against the Company in an involuntary case; 

  

	 	(b)	appoints a Custodian of the Company or for all or substantially all of its property; or 

  

	 	(c)	orders the liquidation of the Company, and the order or decree remains unstayed and in effect for 60 days; or 


(7) any other Event of Default provided with respect to Securities of that Series. 

  
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 As used in this Section 5.01, the term “Bankruptcy Law” means title 11,
U.S. Code or any similar Federal or state law for the relief of debtors and the term “Custodian” means any receiver, trustee, assignee, liquidator or other similar official under any Bankruptcy Law. 

SECTION 5.02. Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to Securities of any Series
at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that Series may declare the principal amount (or, if Securities of
that Series are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof) of all the Securities of that Series to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by the Holders), and upon any such declaration such principal or specified portion thereof shall become immediately due and payable. 

At any time after such a declaration of acceleration with respect to Securities of any Series has been made and before a judgment or decree
for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that Series, by written notice to the Company and the Trustee, may
rescind and annul such declaration of acceleration and its consequences if: 
 (1) the Company has paid or deposited with the
Trustee a sum sufficient to pay in the currency, currency unit or composite currency in which the Securities of such Series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such Series): 

(A) all overdue installments of interest on all Outstanding Securities of that Series, 

(B) the principal of (and premium or Make-Whole Amount, if any, on) any Outstanding Securities of that Series which have
become due otherwise than by such declaration of acceleration and interest, if any, thereon at the rate or rates borne by or provided for in such Securities, 

(C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest at the rate or rates
borne by or provided for in such Securities, and 
 (D) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; 
 (2) all Events of
Default with respect to Securities of that Series, other than the nonpayment of the principal of (or premium or Make-Whole Amount, if any) or interest, if any, on Securities of that Series which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 5.13; and 
 (3) there has been paid to or deposited with
the Trustee a sum sufficient to pay all amounts due to the Trustee under this Indenture and to reimburse the Trustee for any and all fees, expenses and disbursements incurred by the Trustee, its agents and its counsel, in such capacity, in
connection with such acceleration. 

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

SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: 

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

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

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

SECTION 5.04. Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities of any Series shall then be due and 

  
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payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal, premium or
Make-Whole Amount, if any, or interest, if any) shall be entitled and empowered, by intervention in such proceeding or otherwise: 

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

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

 and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized
by each Holder of Securities of such Series to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee and any predecessor Trustee, their agents and counsel, and any other amounts due the Trustee or any predecessor Trustee under Section 6.06. 

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

 In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to
which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities, and it shall not be necessary to make any Holders of the Securities parties to any such proceedings. 

SECTION 5.05. Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or
any of the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit
of the Holders of the Securities in respect of which such judgment has been recovered. 
 SECTION 5.06. Application of Money
Collected. Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium or
Make-Whole Amount, if any) or interest, if any, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 

FIRST: To the payment of all amounts due the Trustee and any predecessor Trustee under Section 6.06; 

  
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 SECOND: To the payment of the amounts then due and unpaid upon the Securities for
principal (and premium or Make-Whole Amount, if any) and interest, if any, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the aggregate amounts due and
payable on such Securities for principal (and premium or Make-Whole Amount, if any) and interest, if any, respectively; and 

THIRD: To the payment of the remainder, if any, to the Company. 

SECTION 5.07. Limitation on Suits. No Holder of any Security of any Series shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture or any such Security, or for the appointment of a receiver or trustee, or for any other remedy under this Indenture or such Security, unless: 

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

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

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all such Holders. 
 SECTION 5.08. Unconditional Right of Holders to
Receive Principal, Premium or Make-Whole Amount, if any, and Interest, if any. Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right which is absolute and unconditional to


  
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receive payment of the principal of (and premium or Make-Whole Amount, if any) and (subject to Sections 3.05 and 3.07) interest, if any, on such Security on the respective due dates expressed in
such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 

SECTION 5.09. Restoration of Rights and Remedies. If the Trustee or any Holder of a Security has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, the Company, the Trustee and the
Holders of Securities shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted. 
 SECTION 5.10. Rights and Remedies Cumulative. Except as otherwise provided with
respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities is intended to
be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 

SECTION 5.11. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Security to exercise any
right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders of Securities. 

SECTION 5.12. Control by Holders of Securities. The Holders of not less than a majority in principal amount of the Outstanding
Securities of any Series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Securities of such
Series, provided that: 
 (1) such direction shall not be in conflict with any rule of law or with this
Indenture, 
 (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such
direction, and 
 (3) the Trustee need not take any action which might involve it in personal liability or be unduly
prejudicial to the Holders of Securities of such Series not joining therein. 

  
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 Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any
action deemed proper by the Trustee and which is not inconsistent with such direction by Holders. 
 SECTION 5.13. Waiver of Past
Defaults. The Holders of not less than a majority in principal amount of the Outstanding Securities of any Series may on behalf of the Holders of all the Securities of such Series waive any past default hereunder with respect to such Series and
its consequences, except a default 
 (1) in the payment of the principal of (or premium or Make-Whole Amount, if any) or
interest, if any, on any Security of such Series, or 
 (2) in respect of a covenant or provision hereof which under Article
Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such Series affected; or 

(3) in respect of a covenant or provision hereof for the benefit or protection of the Trustee, without its express written
consent. 
 Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. 

SECTION 5.14. Waiver of Usury, Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 

SECTION 5.15. Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Security by his acceptance
thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee,
the filing by any party litigant in such suit of 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; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group
of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any Series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium or Make-Whole Amount, if
any) or interest, if any, on any Security on or after the respective Stated Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date). 

  
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 ARTICLE SIX - THE TRUSTEE 

SECTION 6.01. Notice of Defaults. Within 90 days after the occurrence of any default hereunder with respect to the Securities of
any Series, the Trustee shall transmit in the manner and to the extent provided in TIA Section 313(c), notice of such default hereunder known to the Trustee, unless such default shall have been cured or waived; provided, however,
that, except in the case of a default in the payment of the principal of (or premium or Make-Whole Amount, if any) or interest, if any, on any Security of such Series, or in the payment of any sinking or purchase fund installment with respect to the
Securities of such Series, the Trustee shall be protected in withholding such notice if and so long as a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the
interests of the Holders of the Securities of such Series; and provided further that in the case of any default or breach of the character specified in Section 5.01(4) with respect to the Securities of such Series, no such notice
to Holders shall be given until at least 60 days after the occurrence thereof. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default
with respect to the Securities of such Series. 
 SECTION 6.02. Certain Rights of Trustee. Subject to the provisions of TIA
Section 315(a) through 315(d): 
 (1) the Trustee may conclusively rely and shall be fully protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or document (whether in its original or facsimile form)
reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; 
 (2) any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order (other than delivery of any Security to the Trustee for authentication and delivery pursuant to Section 3.03 which shall
be sufficiently evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; 

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

(4) the Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 

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

(6) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or document, unless requested in writing so to do by the Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities of any Series; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the
reasonable expenses of every such examination shall be paid by the Holders. The Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company relevant to the facts or matters that are the subject of its inquiry, personally or by agent or attorney at the expense of the Company
and shall incur no liability of any kind by reason of such inquiry or investigation; 
 (7) the Trustee may execute any of
the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due
care by it hereunder; 
 (8) the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith
and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; 

(9) any permissive right or power available to the Trustee under this Indenture or any supplement hereto shall not be construed
to be a mandatory duty or obligation; 
 (10) the Trustee shall not be charged with knowledge of any Event of Default with
respect to any Security unless either (1) with respect to any payment default a Responsible Officer of the Trustee has actual knowledge of such Event of Default or (2) a written notice of such Event of Default shall have been given to a
Responsible Officer of the Trustee; 
 (11) the Trustee shall have no liability for any inaccuracy in the books and records
of, or for any actions or omissions of, DTC, Euroclear or Clearstream or any depository acting on behalf of any of them; and 

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

  
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 The Trustee may request that the Company deliver an officer’s certificate setting forth the
names of individuals and/or titles of officers authorized at such time to take specific actions pursuant to this Indenture, which officer’s certificate may be signed by any Person authorized to sign an Officers’ Certificate, including any
Person specified as so authorized in any such certificate previously delivered and not superseded. 
 The Trustee shall not be responsible
or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes;
fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service; labor disputes; acts of civil or military authority or
governmental actions; it being understood that the Trustee shall use its best efforts to resume performance as soon as practicable thereafter under the circumstances. 

In no event shall the Trustee be liable, directly or indirectly, for any special, indirect, punitive or consequential damages, even if the
Trustee has been advised of the possibility of such damages. 
 SECTION 6.03. Not Responsible for Recitals or Issuance of
Securities. 
 The recitals contained herein and in the Securities, except the Trustee’s certificate of authentication, shall be
taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the
Securities, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder. Neither the Trustee nor any Authenticating Agent shall be accountable
for the use or application by the Company of Securities or the proceeds thereof. The Trustee shall have no responsibility with respect to any information, statement or recital in any offering prospectus or other disclosure materials prepared or
distributed with respect to the Securities. 
 SECTION 6.04. May Hold Securities. The Trustee, any Paying Agent, Security
Registrar, Authenticating Agent or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to TIA Sections 310(b) and 311, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Paying Agent, Security Registrar, Authenticating Agent or such other agent. 

  
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 SECTION 6.05. Money Held in Trust. Money held by the Trustee in trust hereunder need
not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company. 

SECTION 6.06. Compensation and Reimbursement. The Company agrees: 

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

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

(3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold it harmless against, any loss, liability,
claim, damage or expense incurred without negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending
itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. 
 When the
Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or Section 5.01(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration under any applicable Bankruptcy Law. 
 As security for the performance of
the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium or
Make-Whole Amount, if any) or interest, if any, on particular Securities. 
 The provisions of this Section shall survive the termination of
this Indenture and resignation or removal of the Trustee. 
 SECTION 6.07. Corporate Trustee Required; Eligibility; Conflicting
Interests. There shall at all times be a Trustee hereunder which shall be eligible to act as Trustee under TIA Section 310(a)(1) and shall have at all times a combined capital and surplus of at least $50,000,000. If the Trustee publishes
reports of condition at least annually, pursuant to law or the requirements of Federal, state, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of the
Trustee 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


  
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the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. Neither the Company nor any Person directly or indirectly
controlling, controlled by, or under common control with the Company shall serve as Trustee. 
 SECTION 6.08. Resignation and
Removal; Appointment of Successor. 
 (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to
this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.09. 

(b) The Trustee may resign at any time with respect to the Securities of one or more Series by giving written notice thereof to the Company.
If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 60 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Company, any court of
competent jurisdiction for the appointment of a successor Trustee. 
 (c) The Trustee may be removed at any time with respect to the
Securities of any Series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such Series delivered to the Trustee and to the Company. If an instrument of acceptance by a successor Trustee shall not have been
delivered to the Trustee within 60 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee. 

(d) If at any time: 

(1) the Trustee shall fail to comply with the provisions of TIA Section 310(b) after written request therefor by the
Company or by any Holder of a Security who has been a bona fide Holder of a Security for at least 6 months, or 
 (2) the
Trustee shall cease to be eligible under Section 6.07 and shall fail to resign after written request therefor by the Company or by any Holder of a Security who has been a bona fide Holder of a Security for at least 6 months, or 

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

then, in any such case, (i) the Company by or pursuant to a Board Resolution may remove the Trustee and appoint a successor Trustee with respect to all
Securities, or (ii) subject to TIA Section 315(e), any Holder of a Security who has been a bona fide Holder of a Security for at least 6 months may, on behalf of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. 
 (e) If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause with respect to the Securities of one 

  
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or more Series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those Series (it being
understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such Series and that at any time there shall be only one Trustee with respect to the Securities of any particular Series). If, within
30 days after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any Series shall be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such Series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee with respect to the Securities of such
Series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any Series shall have been so appointed by the Company or the Holders of Securities and accepted
appointment in the manner hereinafter provided, any Holder of a Security who has been a bona fide Holder of a Security of such Series for at least 6 months may, on behalf of himself and all others similarly situated, or the Trustee, at the expense
of the Company may, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to Securities of such Series. 

(f) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any Series and each
appointment of a successor Trustee with respect to the Securities of any Series in the manner provided for notices to the Holders of Securities in Section 1.06. Each notice shall include the name of the successor Trustee with respect to the
Securities of such Series and the address of its Corporate Trust Office. 
 SECTION 6.09. Acceptance of Appointment by
Successor. 
 (a) In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor
Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 6.06. 
 (b) In case of the
appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) Series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more Series shall execute and
deliver an indenture supplemental hereto, pursuant to Article Nine hereof, wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to,
and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those Series to which the appointment of such successor Trustee relates, (2) if the retiring


  
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Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those Series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture
as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the
execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those Series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee,
such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those Series to which the appointment of such successor
Trustee relates. 
 (c) Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section 6.09, as the case may be. 

(d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article. 
 SECTION 6.10. Merger, Conversion, Consolidation or Succession to Business. Any corporation into
which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially
all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further
act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. In case any Securities shall not have been authenticated by such predecessor Trustee, any such
successor Trustee may authenticate and deliver such Securities, in either its own name or that of its predecessor Trustee, with the full force and effect which this Indenture provides for the certificate of authentication of the Trustee. 

SECTION 6.11. Appointment of Authenticating Agent. At any time when any of the Securities remain Outstanding, the Trustee may
appoint an Authenticating Agent or Agents with respect to one or more Series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such Series issued upon exchange, registration of transfer or partial
redemption or repayment thereof, and Securities so authenticated shall be entitled to the 

  
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benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which instrument shall be promptly furnished to the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating
Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United States of America or of any state or
the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or state authorities. If such Authenticating
Agent publishes reports of condition at least annually, pursuant to law or the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 
 Any corporation into which an
Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or further
act on the part of the Trustee or the Authenticating Agent. 
 An Authenticating Agent for any Series of Securities may at any time resign
by giving written notice of resignation to the Trustee for such Series and to the Company. The Trustee for any Series of Securities may at any time terminate the agency of an Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the
Trustee for such Series may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of the Series with respect to which such Authenticating Agent will
serve in the manner set forth in Section 1.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. 

The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation including reimbursement of its reasonable
expenses for its services under this Section, subject to Section 6.06. 

  
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 If an appointment with respect to one or more Series is made pursuant to this Section, the
Securities of such Series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication substantially in the following form: 

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

									
							  

							as Trustee
					
	Dated:		  
				By:		  

									as Authenticating Agent
					
	Dated:		  
				By:		  

			  
						Authorized Officer

 SECTION 6.12. Certain Duties and Responsibilities of the Trustee. 

(a) With respect to the Securities of any Series, except during the continuance of an Event of Default with respect to the Securities of such
Series: 
 (1) 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 
 (2) 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; but in the case of any such certificates or opinions which 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 conform to
the requirements of this Indenture, but shall not be under any duty to verify the contents or accuracy thereof. 
 (b) In case an Event of
Default with respect to the Securities of any Series has occurred and is continuing, the Trustee shall, with respect to Securities of such Series, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care
and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 
 (c) No
provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: 

(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; 

  
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 (2) the Trustee shall not be liable for any error of judgment made in good faith
by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; 

(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance
with the direction of the Holders of a majority in principal amount of the Outstanding Securities of any Series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series; and 
 (4) 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. The Trustee shall be under
no obligation to exercise any of its rights and powers under this Indenture at the request of any Holder, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. 

(d) 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 6.12. 
 (e) The Trustee shall not be liable for
interest on any money or assets held by it except to the extent the Trustee may agree in writing with the Company. Assets held in trust by the Trustee need not be segregated from other assets except to the extent required by law. 

ARTICLE SEVEN - HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 

SECTION 7.01. Disclosure of Names and Addresses of Holders. Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor any Authenticating Agent nor any Paying Agent nor any Security Registrar shall be held accountable by reason of the disclosure of any information as to the names and
addresses of the Holders of Securities in accordance with TIA Section 312, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a
request made under TIA Section 312(b). 
 SECTION 7.02. Reports by Trustee. The Trustee shall transmit to Holders such
reports concerning the Trustee and its actions under this Indenture as may be required by TIA Section 313 at the times and in the manner provided by the TIA, which shall initially be not less than every twelve months commencing on
December 15, 2015. A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange, if any, upon which any Securities are listed, with the Commission and with the Company. The
Company will notify the Trustee when any Securities are listed on any stock exchange. 

  
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 SECTION 7.03. Reports by Company. The Company will: 

(1) file with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the
annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act or, if the Company is not required to file information, documents or reports pursuant to either of such Sections, then it will file with the Trustee and the Commission,
in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a
security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; 

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

(3) transmit by mail to the Holders of Securities, within 30 days after the filing thereof with the Trustee, in the manner and
to the extent provided in TIA Section 313(c), such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (1) and (2) of this Section as may be required by rules and regulations
prescribed from time to time by the Commission; and 
 (4) delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with
any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). 

SECTION 7.04. Company to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the
Trustee: 
 (a) semiannually, not later than 15 days after the Regular Record Date for interest for each Series of Securities, a list, in
such form as the Trustee may reasonably require, of the names and addresses of the Holders of Registered Securities of such Series as of such Regular Record Date, or if there is no Regular Record Date for interest for such Series of Securities,
semiannually, upon such dates as are set forth in the Board Resolution or indenture supplemental hereto authorizing such Series, and 
 (b)
at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished, 

  
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 provided, however, that, so long as the Trustee is the Security Registrar, no such list shall be
required to be furnished. 
 ARTICLE EIGHT - CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE 

SECTION 8.01. Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions. The
Company may consolidate with, or sell, lease or convey all or substantially all of its assets to, or merge with or into, any other entity, provided that in any such case, (1) either the Company shall be the continuing corporation,
or the successor entity shall be an entity organized and existing under the laws of the United States, any State thereof or the District of Columbia and such successor entity shall expressly assume the due and punctual payment of the principal of
(and premium or Make-Whole Amount, if any) and interest, if any, on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the
Company by supplemental indenture, complying with Article Nine hereof, satisfactory to the Trustee, executed and delivered to the Trustee by such corporation and (2) immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Company or any Subsidiary as a result thereof as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or the
lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. 
 SECTION 8.02. Rights and Duties
of Successor Entity. In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor entity, such successor entity shall succeed to and be substituted for the Company, with the same effect as if
it had been named herein as the party of the first part, and the predecessor corporation, except in the event of a lease, shall be relieved of any further obligation under this Indenture and the Securities. Such successor entity thereupon may cause
to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such
successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and
delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued shall in
all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution
hereof. 

  
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 In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology
and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate. 
 SECTION 8.03.
Officers’ Certificate and Opinion of Counsel. Any consolidation, merger, sale, lease or conveyance permitted under Section 8.01 is also subject to the condition that the Trustee receive an Officers’ Certificate and an Opinion
of Counsel each stating that any such consolidation, merger, sale, lease or conveyance, and the assumption by any successor entity, including by any supplemental indenture, complies with the provisions of this Article, except, with respect to the
Opinion of Counsel, excluding Section 8.01(2), and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel stating that such supplemental indenture (if any) has been duly
authorized, executed and delivered and are valid and binding agreement enforceable against the applicable successor entity, and, in each case, in form satisfactory to the Trustee. 

ARTICLE NINE - SUPPLEMENTAL INDENTURES 

SECTION 9.01. Supplemental Indentures Without Consent of Holders. Without the consent of any Holders of Securities, the Company,
when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 

(1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of
the Company contained herein and in the Securities; or 
 (2) to add to the covenants of the Company for the benefit of the
Holders of all or any Series of Securities (and if such covenants are to be for the benefit of less than all Series of Securities, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender any
right or power herein conferred upon the Company herein; or 
 (3) to add any additional Events of Default for the benefit of
the Holders of all or any Series of Securities (and if such Events of Default are to be for the benefit of less than all Series of Securities, stating that such Events of Default are expressly being included solely for the benefit of such Series);
provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those
Series of Securities to which such additional Events of Default apply to waive such default; or 

  
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 (4) to change or eliminate any of the provisions of this Indenture,
provided that any such change or elimination shall become effective only when there is no Security Outstanding of any Series created prior to the execution of such supplemental indenture which is entitled to the benefit of such
provision; or 
 (5) to secure the Securities; or 

(6) to establish the form or terms of Securities of any Series as permitted or contemplated by Sections 2.01 and 3.01; or 

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

(8) to add to, change or eliminate any of the provisions of this Indenture to such extent as shall be necessary to comply with
the rules or regulations of any securities exchange or automated quotation system on which any Securities may be listed or traded; or 

(9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other
provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided such provisions shall not adversely affect the
interests of the Holders of Securities of any Series in any material respect; or 
 (10) to supplement any of the provisions
of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any Series of Securities pursuant to Sections 4.01, 14.02 and 14.03; provided that any such action shall not adversely
affect the interests of the Holders of Securities of such Series or any other Series of Securities in any material respect. 

SECTION 9.02. Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in
principal amount of all Outstanding Securities affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may enter
into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities
under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: 

(1) change the Stated Maturity of the principal of (or premium or Make-Whole Amount, if any, on) or any installment of
interest, if any, on, any Security; or reduce the principal amount thereof or the rate or amount of interest, if any, thereon, or any premium or Make-Whole Amount payable upon the redemption thereof, or reduce


  
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the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or the
amount thereof provable in bankruptcy pursuant to Section 5.04, or adversely affect any right of repayment at the option of the Holder of any Security (if any), or change any Place of Payment where, or the currency or currencies, currency unit
or units or composite currency or currencies in which, any Security or any premium or Make-Whole Amount or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption or repayment at the option of the Holder (if any), on or after the Redemption Date or the Repayment Date, as the case may be), or 

(2) reduce the percentage in principal amount of the Outstanding Securities of any Series, the consent of whose Holders is
required for any such supplemental indenture, or the consent of whose Holders is required for any waiver with respect to such Series (or compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences)
provided for in this Indenture, or reduce the requirements of Section 15.04 for quorum or voting, or 
 (3) modify any
of the provisions of this Section, Section 5.13 or Section 10.06, except to increase the required percentage to effect such action or to provide that certain other provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and
concomitant changes in this Section 9.02 and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.09(b) and 9.01(8). 

It shall not be necessary for any Act of Holders under this Section 9.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance thereof. 
 A supplemental indenture which changes or
eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Series of Securities, or which modifies the rights of the Holders of Securities of such Series with
respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other Series. 

SECTION 9.03. Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Trustee shall be provided with, and (subject to Section 6.12) shall be fully protected in relying upon, in addition to the documents
required by Section 1.02 herein, an Officers’ Certificate and an Opinion of Counsel each stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated
to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 

  
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 SECTION 9.04. Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby. 
 SECTION 9.05. Conformity with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article shall conform to the requirements of the TIA as then in effect. 

SECTION 9.06. Reference in Securities to Supplemental Indentures. Securities of any Series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall, if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities of any Series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such Series. 
 ARTICLE TEN - COVENANTS 

SECTION 10.01. Payment of Principal, Premium or Make-Whole Amount, if any, and Interest, if any. The Company covenants and agrees
for the benefit of the Holders of each Series of Securities that it will duly and punctually pay the principal of (and premium or Make-Whole Amount, if any) and interest, if any, on the Securities of that Series in accordance with the terms of such
Series of Securities and this Indenture. Unless otherwise specified with respect to Securities of any Series pursuant to Section 3.01, at the option of the Company (upon written notice to the Trustee), all payments of principal may be paid by
check to the registered Holder of the Registered Security or other Person entitled thereto against surrender of such Security. 

SECTION 10.02. Maintenance of Office or Agency. If Securities of a Series are issuable as Registered Securities, the Company shall
maintain in each Place of Payment for any Series of Securities an office or agency where Securities of that Series may be presented or surrendered for payment, where Securities of that Series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the Securities of that Series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location,
of each such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. 

The Company may from time to time designate one or more other offices or agencies (in or outside the Place of Payment) where the Securities of
one or more Series may be presented or surrendered for any or all of such purposes, and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner


  
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relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any Series for such purposes. The Company will give
prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Unless otherwise specified with respect to any Securities pursuant to Section 3.01, with respect to
a Series of Securities, the Company hereby designates as a Place of Payment for each Series of Securities, each of (i) the office or agency of the Company in the Borough of Manhattan, The City of New York, and (ii) the Corporate Trust
Office of the Trustee (as Paying Agent); and the Company hereby initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city; and the Company hereby initially appoints as its agent to receive all such presentations,
surrenders, notices and demands each of the Trustee, at its Corporate Trust Office. 
 Unless otherwise specified with respect to any
Securities pursuant to Section 3.01, if and so long as the Securities of any Series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this
Indenture, then the Company will maintain with respect to each such Series of Securities, or as so required, at least one exchange rate agent (of which it shall give written notice to the Trustee). 

SECTION 10.03. Money for Securities Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent
with respect to any Series of any Securities, it will, on or before each due date of the principal of (and premium or Make-Whole Amount, if any), or interest, if any, on any of the Securities of that Series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such Series are payable (except as otherwise specified pursuant to Section 3.01
for the Securities of such Series) sufficient to pay the principal (and premium or Make-Whole Amount, if any) or interest, if any, so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will
promptly notify the Trustee of its action or failure so to act. 
 Whenever the Company shall have one or more Paying Agents for any Series
of Securities, it will, on or before each due date of the principal of (and premium or Make-Whole Amount, if any), or interest, if any, on any Securities of that Series, deposit with a Paying Agent a sum (in the currency or currencies, currency unit
or units or composite currency or currencies described in the preceding paragraph) sufficient to pay the principal (and premium or Make-Whole Amount, if any) or interest, if any, so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or Make-Whole Amount, if any, or interest, if any, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. 

The Company will cause each Paying Agent for any Series of Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: 

(1) hold all sums held by it for the payment of principal of (and premium or Make-Whole Amount, if any) or interest, if any, on
Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; 

  
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 (2) give the Trustee notice of any default by the Company (or any other obligor
upon the Securities) in the making of any such payment of principal (and premium or Make-Whole Amount, if any) or interest, if any, on the Securities of that Series; and 

(3) at any time during the continuance of any such default upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent. 
 The Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as
those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums. 

Except as otherwise provided in the Securities of any Series, and subject to applicable laws, any money deposited with the Trustee or any
Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium or Make-Whole Amount, if any) or interest, if any, on any Security of any Series and remaining unclaimed for 2 years after such principal (and
premium or Make-Whole Amount, if any) or interest, if any, has become due and payable shall be paid to the Company upon Company Request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Company for payment of such principal of (and premium or Make-Whole Amount, if any) or interest, if any, on any Security, without interest thereon, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, 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 an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Company. 
 SECTION 10.04. Existence. Subject to Article
Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, all material rights (by charter and statute) and material franchises; provided, however, that the Company
shall not be required to preserve any such right or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company. 

SECTION 10.05. Statement as to Compliance. The Company will deliver to the Trustee, within 120 days after the end of each fiscal
year, a brief certificate from the principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of the Company’s compliance with all conditions and covenants under this Indenture and, in
the event of any noncompliance, specifying such noncompliance and the nature and status thereof. For purposes of this Section 10.05, such compliance shall be determined without regard to any period of grace or requirement of notice under this
Indenture. 

  
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 The Company shall deliver to the Trustee, as soon as possible and in any event within five
Business Days after a Senior Officer becomes aware of the occurrence of any Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers’ Certificate setting forth the details
of such Event of Default or default and the action which the Company proposes to take with respect thereto. 
 SECTION 10.06. Waiver
of Certain Covenants. The Company may omit in any particular instance to comply with any term, provision or condition set forth in Sections 10.04 to 10.05, inclusive, if before or after the time for such compliance the Holders of at least a
majority in principal amount of all outstanding Securities of such Series, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or
affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain
in full force and effect. 
 ARTICLE ELEVEN - REDEMPTION OF SECURITIES 

SECTION 11.01. Applicability of Article. Securities of any Series which are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 3.01 for Securities of any Series) in accordance with this Article. 

SECTION 11.02. Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities shall be evidenced by
or pursuant to a Board Resolution. In case of any redemption at the election of the Company of less than all of the Securities of any Series, the Company shall, at least 45 days prior to the giving of the notice of redemption in Section 11.04
(unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities of such Series to be redeemed. In the case of any redemption of Securities prior to the expiration
of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction. 

SECTION 11.03. Selection by Trustee of Securities to Be Redeemed. If less than all the Securities of any Series issued on the same
day with the same terms are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such Series issued on such date with the
same terms not previously called for redemption, by lot or by such other method that is required by the depository for the Securities and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination
for Securities of that Series or any integral multiple thereof) of the principal amount of Securities of such Series of a denomination larger than the minimum authorized denomination for Securities of that Series. 

  
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 The Trustee shall promptly notify the Company and the Security Registrar (if other than itself)
in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. 

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

SECTION 11.04. Notice of Redemption. Notice of redemption shall be given in the manner provided in Section 1.06, not less
than 30 days nor more than 60 days prior to the Redemption Date, unless a shorter period is specified by the terms of such Series established pursuant to Section 3.01, to each Holder of Securities to be redeemed, but failure to give such notice
in the manner herein provided to the Holder of any Security designated for redemption as a whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption of any other such
Security or portion thereof. 
 Any notice that is mailed to the Holders of Registered Securities in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Holder receives the notice. 
 All notices of redemption shall state: 

(1) the Redemption Date, 

(2) the Redemption Price, accrued interest to the Redemption Date payable as provided in Section 11.06, if any, 

(3) if less than all Outstanding Securities of any Series are to be redeemed, the identification (and, in the case of partial
redemption, the principal amount) of the particular Security or Securities to be redeemed, 
 (4) in case any Security is to
be redeemed in part only, the notice which relates to such Security shall state that on and after the Redemption Date, upon surrender of such Security, the holder will receive, without a charge, a new Security or Securities of authorized
denominations for the principal amount thereof remaining unredeemed, 
 (5) that on the Redemption Date the Redemption Price
and accrued interest to the Redemption Date payable as provided in Section 11.06, if any, will become due and payable upon each such Security, or the portion thereof, to be redeemed and, if applicable, that interest thereon shall cease to
accrue on and after said date, 
 (6) the Place or Places of Payment where such Securities maturing after the Redemption
Date, are to be surrendered for payment of the Redemption Price and accrued interest, if any, 
 (7) that the redemption is
for a sinking fund, if such is the case, and 
 (8) the CUSIP number of such Security, if any. 

  
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 Notice of redemption of Securities to be redeemed at the election of the Company shall be given
by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company. 
 SECTION 11.05.
Deposit of Redemption Price. On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, which it may not do in the case of a sinking fund
payment under Article Twelve, segregate and hold in trust as provided in Section 10.03) an amount of money in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such Series are
payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such Series) sufficient to pay on the Redemption Date the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities or portions thereof which are to be redeemed on that date. 
 SECTION 11.06. Securities Payable on
Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified in the currency or currencies, currency unit
or units or composite currency or currencies in which the Securities of such Series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such Series) (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest, if any) such Securities shall, if the same were interest-bearing,
cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption Date;
provided, however, that installments of interest, if any, on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.07. 

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium or Make-Whole
Amount, if any) shall, until paid, bear interest from the Redemption Date at the rate borne by the Security. 
 SECTION 11.07.
Securities Redeemed in Part. Any Registered Security which is to be redeemed only in part (pursuant to the provisions of this Article or of Article Twelve) shall be surrendered at a Place of Payment therefor (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Company shall execute and the
Trustee shall authenticate and deliver to the Holder of such Security without service charge a new Security or Securities of the same Series, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Security so surrendered. If a Global Security is so surrendered, the Company shall execute and the Trustee shall authenticate 

  
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and deliver to the depository, without service charge, a new Global Security in a denomination equal to and in exchange for the unredeemed portion of the principal of the Global Security so
surrendered. 
 ARTICLE TWELVE - SINKING FUNDS 

SECTION 12.01. Applicability of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement
of Securities of a Series except as otherwise specified as contemplated by Section 3.01 for Securities of such Series. 
 The minimum
amount of any sinking fund payment provided for by the terms of Securities of any Series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of such
Securities of any Series is herein referred to as an “optional sinking fund payment.” If provided for by the terms of any Securities of any Series, the cash amount of any mandatory sinking fund payment may be subject to reduction as
provided in Section 12.02. Each sinking fund payment shall be applied to the redemption of Securities of any Series as provided for by the terms of Securities of such Series. 

SECTION 12.02. Satisfaction of Sinking Fund Payments with Securities. The Company may, in satisfaction of all or any part of any
mandatory sinking fund payment with respect to the Securities of a Series, (1) deliver Outstanding Securities of such Series (other than any previously called for redemption) and (2) apply as a credit Securities of such Series which have
been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, as provided for by the terms of such
Securities, or which have otherwise been acquired by the Company; provided that such Securities so delivered or applied as a credit have not been previously so credited. Such Securities shall be received and credited for such purpose
by the Trustee at the applicable Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such mandatory sinking fund payment shall be reduced accordingly. 

SECTION 12.03. Redemption of Securities for Sinking Fund. Not less than 60 days prior to each sinking fund payment date for
Securities of any Series, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that Series pursuant to the terms of that Series, the portion thereof, if
any, which is to be satisfied by payment of cash in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such Series are payable (except as otherwise specified pursuant to
Section 3.01 for the Securities of such Series) and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that Series pursuant to Section 12.02, and the optional amount, if any, to be added in cash
to the next ensuing mandatory sinking fund payment, and will also deliver to the Trustee any Securities to be so delivered and credited. If such Officers’ Certificate shall specify an optional amount to be added in cash to the next ensuing
mandatory sinking fund payment, the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days before each 

  
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such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.03 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated
in Sections 11.06 and 11.07. 
 ARTICLE THIRTEEN - REPAYMENT AT THE OPTION OF HOLDERS 

SECTION 13.01. Applicability of Article. Repayment of Securities of any Series before their Stated Maturity at the option of
Holders thereof shall be made in accordance with the terms of such Securities, if any, and (except as otherwise specified by the terms of such Series established pursuant to Section 3.01) in accordance with this Article. 

SECTION 13.02. Repayment of Securities. Securities of any Series subject to repayment in whole or in part at the option of the
Holders thereof will, unless otherwise provided in the terms of such Securities, be repaid at a price equal to the principal amount thereof, together with interest, if any, thereon accrued to the Repayment Date specified in or pursuant to the terms
of such Securities. The Company covenants that on or prior to the Repayment Date it will deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in
Section 10.03) an amount of money in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities of such Series are payable (except as otherwise specified pursuant to Section 3.01 for the
Securities of such Series) sufficient to pay the principal (or, if so provided by the terms of the Securities of any Series, a percentage of the principal) of, and (except if the Repayment Date shall be an Interest Payment Date) accrued interest on,
all the Securities or portions thereof, as the case may be, to be repaid on such date. 
 SECTION 13.03. Exercise of Option.
Securities of any Series subject to repayment at the option of the Holders thereof will contain an “Option to Elect Repayment” form on the reverse of such Securities. In order for any Security to be repaid at the option of the
Holder, the Trustee must receive at the Place of Payment therefor specified in the terms of such Security (or at such other place or places of which the Company shall from time to time notify the Holders of such Securities) not earlier than 60 days
nor later than 30 days prior to the Repayment Date (1) the Security so providing for such repayment together with the “Option to Elect Repayment” form on the reverse thereof duly completed by the Holder (or by the Holder’s
attorney duly authorized in writing) or (2) a facsimile transmission or a letter from a member of a national securities exchange, or the Financial Industry Regulatory Authority, Inc. (“FINRA”), or a commercial bank or trust
company in the United States setting forth the name of the Holder of the Security, the principal amount of the Security, the principal amount of the Security to be repaid, the CUSIP number, if any, or a description of the tenor and terms of the
Security, a statement that the option to elect repayment is being exercised thereby and a guarantee that the Security to be repaid, together with the duly completed form entitled “Option to Elect Repayment” on the reverse of the Security,
will be received by the Trustee not later than the fifth Business Day after the date of such facsimile transmission or letter; provided, however, that such telegram, telex, facsimile transmission or letter shall only be effective if
such Security and form duly completed are 

  
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received by the Trustee by such fifth Business Day. If less than the entire principal amount of such Security is to be repaid in accordance with the terms of such Security, the principal amount
of such Security to be repaid, in increments of the minimum denomination for Securities of such Series, and the denomination or denominations of the Security or Securities to be issued to the Holder for the portion of the principal amount of such
Security surrendered that is not to be repaid, must be specified. The principal amount of any Security providing for repayment at the option of the Holder thereof may not be repaid in part if, following such repayment, the unpaid principal amount of
such Security would be less than the minimum authorized denomination of Securities of the Series of which such Security to be repaid is a part. Except as otherwise may be provided by the terms of any Security providing for repayment at the option of
the Holder thereof, exercise of the repayment option by the Holder shall be irrevocable unless waived by the Company. 
 SECTION 13.04.
When Securities Presented for Repayment Become Due and Payable. If Securities of any Series providing for repayment at the option of the Holders thereof shall have been surrendered as provided in this Article and as provided by or pursuant to
the terms of such Securities, such Securities or the portions thereof, as the case may be, to be repaid shall become due and payable and shall be paid by the Company on the Repayment Date therein specified, and on and after such Repayment Date
(unless the Company shall default in the payment of such Securities on such Repayment Date) such Securities shall, if the same were interest-bearing, cease to bear interest. Upon surrender of any such Security
for repayment in accordance with such provisions, the principal amount of such Security so to be repaid shall be paid by the Company, together with accrued interest, if any, to the Repayment Date; provided, however, that, in the case
of Registered Securities, installments of interest, if any, whose Stated Maturity is on or prior to the Repayment Date shall be payable (but without interest thereon, unless the Company shall default in the payment thereof) to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.07. 

If the principal amount of any Security surrendered for repayment shall not be so repaid upon surrender thereof, such principal amount
(together with interest, if any, thereon accrued to such Repayment Date) shall, until paid, bear interest from the Repayment Date at the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) set forth in such
Security. 
 SECTION 13.05. Securities Repaid in Part. Upon surrender of any Registered Security which is to be repaid in part
only, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge and at the expense of the Company, a new Registered Security or Securities of the same Series, of any authorized
denomination specified by the Holder, in an aggregate principal amount equal to and in exchange for the portion of the principal of such Security so surrendered which is not to be repaid. 

  
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 ARTICLE FOURTEEN - DEFEASANCE AND COVENANT DEFEASANCE 

SECTION 14.01. Applicability of Article: Company’s Option to Effect Defeasance or Covenant Defeasance. If, pursuant to
Section 3.01, provision is made for either or both of (a) defeasance of the Securities of or within a Series under Section 14.02 or (b) covenant defeasance of the Securities of or within a Series under Section 14.03, then
the provisions of such Section or Sections, as the case may be, together with the other provisions of this Article (with such modifications thereto as may be specified pursuant to Section 3.01 with respect to any Securities), shall be
applicable to such Securities, and the Company may at its option by Board Resolution, at any time, with respect to such Securities, elect to have Section 14.02 (if applicable) or Section 14.03 (if applicable) be applied to such Outstanding
Securities upon compliance with the conditions set forth below in this Article. 
 SECTION 14.02. Defeasance and Discharge. Upon
the Company’s exercise of the above option applicable to this Section with respect to any Securities of or within a Series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities on
the date the conditions set forth in Section 14.04 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness
represented by such Outstanding Securities, which shall thereafter be deemed to be Outstanding only for the purposes of Section 14.05 and the other Sections of this Indenture referred to in clauses (A) and (B) below, and to have
satisfied all of its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Outstanding Securities to receive, solely from the trust fund described in Section 14.04 and as more fully set forth in
such Section, payments in respect of the principal of (and premium or Make-Whole Amount, if any) and interest, if any, on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under
Sections 3.05, 3.06, 10.02 and 10.03, and the Company’s obligations under Section 6.06 hereof (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article. Subject to compliance with this
Article Fourteen, the Company may exercise its option under this Section notwithstanding the prior exercise of its option under Section 14.03 with respect to such Securities. 

SECTION 14.03. Covenant Defeasance. Upon the Company’s exercise of the above option applicable to this Section with respect
to any Securities of or within a Series, the Company shall be released from its obligations under Sections 10.04 to 10.06, inclusive, and, if specified pursuant to Section 3.01, its obligations under any other covenant contained herein or in
any indenture supplemental hereto, with respect to such Outstanding Securities on and after the date the conditions set forth in Section 14.04 are satisfied (hereinafter, “covenant defeasance”), and such Securities shall
thereafter be deemed to be not Outstanding for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with Sections 10.04 to 10.06, inclusive, or such other covenant, but
shall continue to be deemed Outstanding for all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to such Outstanding Securities, the Company may omit to comply with and shall have no liability in respect
of any term, condition 

  
 64 








 
or limitation set forth in any such Section or such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or by
reason of reference in any such Section or such other covenant to any other provision herein or in any other document and such omission to comply shall not constitute a default or an Event of Default under Section 5.01(4) to 5.01(7), inclusive,
or otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and such Securities shall be unaffected thereby. 

SECTION 14.04. Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of
Section 14.02 or Section 14.03 to any Outstanding Securities of or within a Series: 
 (a) The Company shall irrevocably have
deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 6.07 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the
purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (1) an amount in such currency, currencies or currency unit in which such Securities are
then specified as payable at Stated Maturity, or (2) Government Obligations applicable to such Securities (determined on the basis of the currency, currencies or currency unit in which such Securities are then specified as payable at Stated
Maturity) which through the scheduled payment of principal and interest, if any, in respect thereof in accordance with their terms will provide, not later than the due date of any payment of principal of (and premium or Make-Whole Amount, if any)
and interest, if any, on such Securities, money in an amount, or (3) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, if any, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the
principal of (and premium or Make-Whole Amount, if any) and interest, if any, on such Outstanding Securities on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or
analogous payments applicable to such Outstanding Securities on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. 

(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under any material agreement
or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replaced) to which the Company is a party or by which it is bound. 

(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities
shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.01(6) and 5.01(7) are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition
shall not be deemed satisfied until the expiration of such period), except for an Event of Default or event which with notice or lapse of time or both become an Event of Default resulting from the borrowing of funds to be applied to such deposit and
any similar or concurrent deposit relating to other indebtedness being defeased, discharged or replaced, and the grants of liens to secure such borrowings. 

  
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 (d) In the case of an election under Section 14.02, the Company shall have delivered to the
Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the
applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities will not recognize income, gain or loss for Federal income tax purposes as a result
of such defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. 

(e) In the case of an election under Section 14.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of such Outstanding Securities will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such covenant defeasance had not occurred. 
 (f) The Company shall have delivered an
Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of such Outstanding Securities over their creditors or with the intent of defeating, hindering, delaying or defrauding any of
their creditors or others. 
 (g) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that all conditions precedent to the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a
result of a deposit pursuant to subsection (a) above and the related exercise of the Company’s option under Section 14.02 or Section 14.03 (as the case may be), registration is not required under the Investment Company Act of
1940, as amended, by the Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under said Act have been effected. 

(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3.01. 

(i) The payment of amounts payable to the Trustee pursuant to this Indenture shall be paid or provided for to the reasonable satisfaction of
the Trustee. 
 SECTION 14.05. Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.
Subject to the provisions of the last paragraph of Section 10.03, all money and Government Obligations (or other property as may be provided pursuant to Section 3.01) (including the proceeds thereof) deposited with the Trustee (or other
qualifying 

  
 66 








 
trustee, collectively for purposes of this Section 14.05, the “Trustee”) pursuant to Section 14.04 in respect of any Outstanding Securities of any Series shall be held in
trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal (and premium or Make-Whole Amount, if any) and interest, if any, but such money need not be segregated from other funds except to the
extent required by law. 
 Unless otherwise specified with respect to any Security pursuant to Section 3.01, if, after a deposit
referred to in Section 14.04(a) has been made, (a) the Holder of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 3.01 or the terms of such Security to receive payment in a
currency or currency unit other than that in which the deposit pursuant to Section 14.04(a) has been made in respect of such Security, or (b) a Conversion Event occurs in respect of the currency or currency unit in which the deposit
pursuant to Section 14.04(a) has been made, the indebtedness represented by such Security shall be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of (and premium or Make-Whole Amount, if
any), and interest, if any, on such Security as the same becomes due out of the proceeds yielded by converting (from time to time as specified below in the case of any such election) the amount or other property deposited in respect of such Security
into the currency or currency unit in which such Security becomes payable as a result of such election or Conversion Event based on the applicable market exchange rate for such currency or currency unit in effect on the second Business Day prior to
each payment date, except, with respect to a Conversion Event, for such currency or currency unit in effect (as nearly as feasible) at the time of the Conversion Event. 

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations
deposited pursuant to Section 14.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of such Outstanding Securities. 

Anything in this Article to the contrary notwithstanding, subject to Section 6.06, the Trustee shall deliver or pay to the Company from
time to time upon Company Request any money or Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 14.04 which, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect a defeasance or covenant defeasance, as applicable, in accordance with this Article.

 If the Trustee or Paying Agent is unable to apply any money or U.S. dollars or U.S. Government Obligations in accordance with this
Article 14, by reason of any order or judgment of any court or other U.S. governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and Any Security will be
revived and reinstated as though no deposit had occurred pursuant to this Article 14 until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with this Article 14, as the case may be; provided,
however, that, if the Company make any payment of principal of, premium, or interest, if any, on, any Security following the reinstatement of its 

  
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obligations, the Company will be subrogated to the rights of the Holders of such Securities to receive such payment from the money of U.S. Government Obligations held by the Trustee or Paying
Agent. 
 ARTICLE FIFTEEN - MEETINGS OF HOLDERS OF SECURITIES 

SECTION 15.01. Purposes for Which Meetings May Be Called. A meeting of Holders of Securities of any Series may be called at any
time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Securities of such
Series. 
 SECTION 15.02. Call, Notice and Place of Meetings. 

(a) The Trustee may at any time call a meeting of Holders of Securities of any Series for any purpose specified in Section 15.01, to be
held at such time and at such place as the Trustee shall determine. Notice of every meeting of Holders of Securities of any Series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such
meeting, shall be given, in the manner provided in Section 1.06, not less than 20 nor more than 180 days prior to the date fixed for the meeting. 

(b) In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% in principal amount of the Outstanding
Securities of any Series shall have requested the Trustee to call a meeting of the Holders of Securities of such Series for any purpose specified in Section 15.01, by written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 20 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the
Company or the Holders of Securities of such Series in the amount above specified, as the case may be, may determine the time and the place for such meeting and may call such meeting for such purposes by giving notice thereof as provided in
subsection (a) of this Section. 
 SECTION 15.03. Persons Entitled to Vote at Meetings. To be entitled to vote at any
meeting of Holders of Securities of any Series, a Person shall be (1) a Holder of one or more Outstanding Securities of such Series, or (2) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more
Outstanding Securities of such Series by such Holder or Holders. The only Persons who shall be entitled to be present or to speak at any meeting of Holders of Securities of any Series shall be the Persons entitled to vote at such meeting and their
counsel, any representatives of the Trustee and its counsel and any representatives of the Company and its counsel. 
 SECTION 15.04.
Quorum; Action. The Persons entitled to vote a majority in principal amount of the Outstanding Securities of a Series shall constitute a quorum for a meeting of Holders of Securities of such Series; provided, however, that if
any action is to be taken at such meeting with respect to a consent or waiver which this Indenture expressly provides may be 

  
 68 








 
given by the Holders of not less than a specified percentage in principal amount of the Outstanding Securities of a Series, the Persons entitled to vote such specified percentage in principal
amount of the Outstanding Securities of such Series shall constitute a quorum. In the absence of a quorum within 30 minutes after the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such
Series, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at the reconvening of any
such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days; at the reconvening of any meeting adjourned or further adjourned for lack of a quorum, the Persons entitled to vote 25% in aggregate
principal amount of the then Outstanding Securities shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 15.02(a), except that such notice need be given only once not less than 5 days prior to the date on which the meeting is scheduled to be reconvened. 

Except as limited by the proviso to Section 9.02, any resolution presented to a meeting or adjourned meeting duly reconvened at which a
quorum is present as aforesaid may be adopted by the affirmative vote of the Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities represented at such meeting; provided, however, that, except
as limited by the proviso to Section 9.02, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action which this Indenture expressly provides may be made, given or taken by the Holders
of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities of a Series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding Securities of that Series. 
 Any
resolution passed or decision taken at any meeting of Holders of Securities of any Series duly held in accordance with this Section shall be binding on all the Holders of Securities of such Series, whether or not present or represented at the
meeting. 
 Notwithstanding the foregoing provisions of this Section 15.04, if any action is to be taken at a meeting of Holders of
Securities of any Series with respect to any request, demand, authorization, direction, notice, consent, waiver or other action that this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage in principal
amount of all Outstanding Securities affected thereby, or of the Holders of such Series and one or more additional Series: 

(i) there shall be no minimum quorum requirement for such meeting; and 

(ii) the principal amount of the Outstanding Securities of such Series that vote in favor of such request, demand,
authorization, direction, notice, consent, waiver or other action shall be taken into account in determining whether such request, demand, authorization, direction, notice, consent, waiver or other action has been made, given or taken under this
Indenture. 

  
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 SECTION 15.05. Determination of Voting Rights; Conduct and Adjournment of Meetings.

 (a) Notwithstanding any provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities of a Series in regard to proof of the holding of Securities of such Series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Such regulations may provide that written instruments appointing proxies, regular on their
face, may be presumed valid and genuine without the proof specified in Section 1.04 or other proof. 
 (b) The Trustee shall, by an
instrument in writing appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 15.02(b), in which case the Company or the Holders of Securities of
the Series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal
amount of the Outstanding Securities of such Series represented at the meeting. 
 (c) At any meeting each Holder of a Security of such
Series or proxy shall be entitled to one vote for each $1,000 principal amount of the Outstanding Securities of such Series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect
of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such Series or proxy. 

(d) Any meeting of Holders of Securities of any Series duly called pursuant to Section 15.02 at which a quorum is present may be
adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such Series represented at the meeting, and the meeting may be held as so adjourned without further notice. 

SECTION 15.06. Counting Votes and Recording Action of Meetings. The vote upon any resolution submitted to any meeting of Holders
of Securities of any Series shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities of such Series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding
Securities of such Series held or represented by them. The permanent chairman of the meeting shall appoint 2 inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders of Securities of any Series shall be prepared by the secretary of
the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the fact, setting forth a copy of the notice of the
meeting and showing that said notice was given as provided in Section 15.02 and, if applicable, Section 15.04. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company and another to the 

  
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Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein
stated. 
 SECTION 15.07. USA PATRIOT Act Section 326 Customer Identification Program. The parties hereto acknowledge that
in order to help the United States government fight the funding of terrorism and money laundering activities, pursuant to Federal regulations that became effective on October 1, 2003 (Section 326 of the USA PATRIOT Act) all financial
institutions are required to obtain, verify, record and update information that identifies each person establishing a relationship or opening an account. The parties to this Indenture agree that the will provide to the Trustee such information as it
may request, from time to time, in order for the Trustee to satisfy the requirements of the USA PATRIOT Act, including, but not limited to, the name, address, tax identification number and other information that will allow it to identify the
individual or entity who is establishing the relationship or opening the account and may also ask for formation documents such as articles of incorporation or other identifying documents to be provided. 

[Signatures follow on Next Page] 

  
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 SIGNATURES 

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

 

					
	RETAIL PROPERTIES OF AMERICA, INC.
		
	By:		 /s/ Steven P. Grimes

			Name:		Steven P. Grimes
			Title:		President and Chief Executive Officer



  
 [Signature Page to
Base Indenture] 








 
					
	 U.S. BANK NATIONAL ASSOCIATION,
 as
Trustee

		
	By:		 /s/ Linda E. Garcia

			Name:		Linda E. Garcia
			Title:		Vice President



  
 [Signature Page to
Base Indenture] 








 EXHIBIT A 

FORM OF REDEEMABLE OR NON-REDEEMABLE SENIOR SECURITY 

[Face of Security] 
 [If the Holder of this
Security (as indicated below) is The Depository Trust Company (“DTC”) or a nominee of DTC, this Security is a Global Security and the following two legends apply: 

Unless this Security is presented by an authorized representative of The Depository Trust Company a New York corporation (“DTC”) to the Company
or its agent for registration of transfer, exchange or payment, and such Security issued is registered in the name of Cede & Co., or in such other name as requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, inasmuch as the registered owner hereof,
Cede & Co., has an interest herein. 
 Unless and until this Security is exchanged in whole or in part for Securities in certificated form,
this Security may not be transferred except as a whole by DTC to a nominee thereof or by a nominee thereof to DTC or another nominee of DTC or by DTC or any such nominee to a successor of DTC or a nominee of such successor.] 

[If this Security is an Original Issue Discount Security, insert — FOR PURPOSES OF SECTION 1273 and 1275 OF THE UNITED STATES INTERNAL REVENUE
CODE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS     % OF ITS PRINCIPAL AMOUNT, THE ISSUE DATE IS         , 20     [AND] THE YIELD TO MATURITY IS
    %. [THE METHOD USED TO DETERMINE THE AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF         , 20     TO
        , 20    , IS     % OF THE PRINCIPAL AMOUNT OF THIS SECURITY.] 

RETAIL PROPERTIES OF AMERICA, INC. 

[Designation of Series] 
  

			
	No.         		$        
		
	CUSIP No.         		

 RETAIL PROPERTIES OF AMERICA, INC., a Maryland corporation (herein referred to as the “Company,” which term includes
any successor corporation under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to                     
or registered assigns the principal sum of          Dollars on                      (the “Stated
Maturity Date”) [or insert date fixed for earlier redemption (the “Redemption Date,” and together with the Stated Maturity Date with respect to principal repayable on such date, the “Maturity Date.”)] 

[If the Security is to bear interest prior to Maturity, insert — and to pay interest thereon from
                     or from the most recent Interest Payment Date to which interest has been paid 


  
 A-1 








 
or duly provided for, semi-annually on
                     and                      in
each year (each, an “Interest Payment Date”), commencing                     , at the rate of     % per annum, until
the principal hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Holder 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, which shall be the                     
or                      (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date [at the office or agency of
the Company maintained for such purpose; provided, however, that such interest may be paid, at the Company’s option, by mailing a check to such Holder at its registered address or by transfer of funds to an account maintained by
such Holder within the United States]. 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 be paid to the Holder 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 Trustee, notice whereof shall be given to Holders of Securities of this Series not less than
10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this Series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months.] 

[If the Security is not to bear interest prior to Maturity, insert — The principal of this Security shall not bear interest except in the case of
a default in payment of principal upon acceleration, upon redemption or at the [Stated] Maturity Date and in such case the overdue principal of this Security shall bear interest at the rate of     % per annum (to the extent that
the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on
demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of     % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall
accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] 

The principal of this Security payable on the Stated Maturity Date [or the principal of, premium or Make-Whole Amount, if any, and, if the Redemption Date is
not an Interest Payment Date, interest on this Security payable on the Redemption Date] will be paid against presentation of this Security at the office or agency of the Company maintained for that purpose in
                    , in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public
and private debts. 
 Interest payable on this Security on any Interest Payment Date and on the [Stated] Maturity Date [or Redemption Date, as the case may
be,] will include interest accrued from and including the next preceding Interest Payment Date in respect of which interest has been paid or duly provided for (or from and including
                    , if no interest has been paid on this Security) to but excluding such Interest Payment Date or the [Stated] Maturity Date [or
Redemption Date, as the case may be.] If any Interest Payment Date or the [Stated] Maturity Date or [Redemption Date] falls on a day that is not a Business Day, as defined below, principal, premium or Make-Whole


  
 A-2 








 
Amount, if any, and/or interest payable with respect to such Interest Payment Date or [Stated] Maturity Date [or Redemption Date, as the case may be,] will be paid on the next succeeding Business
Day with the same force and effect as if it were paid on the date such payment was due, and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date or [Stated] Maturity Date [or Redemption Date, as
the case may be.] “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in The City of New York are required or authorized by law, regulation or executive
order to close. 
 [If this Security is a Global Security, insert — All payments of principal, premium or Make-Whole Amount, if any, and
interest in respect of this Security will be made by the Company in immediately available funds.] 
 Reference is hereby made to the further provisions of
this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 
 Unless
the Certificate of Authentication hereon has been executed by the Trustee by manual signature of one of its authorized signatories, this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its facsimile corporate seal. 

 

											
	Dated:		  
								
				
							RETAIL PROPERTIES OF AMERICA, INC.
					
							By:		  

									Name:		Steven P. Grimes
									Title:		President and Chief Executive Officer


											
						
	Attest:										
					
	  
								
	Secretary										


  
 A-3 








 [Reverse of Security] 

RETAIL PROPERTIES OF AMERICA, INC. 
 This
Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more Series under an 

Indenture, dated as of             ,          (herein
called the “Indenture”) between the Company and                     , as Trustee (herein called the “Trustee,” which term
includes any successor trustee under the Indenture with respect to the Series of which this Security is a part), 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. This Security is one of the duly
authorized Series of Securities designated on the face hereof (collectively, the “Securities”), [if applicable, insert — and the aggregate principal amount of the Securities to be issued under such Series is limited to
$         (except for Securities authenticated and delivered upon transfer of, or in exchange for, or in lieu of other Securities).] All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture. 
 If an Event of Default, as defined in the Indenture, shall occur and be continuing, the principal of
the Securities of this Series may be declared due and payable in the manner and with the effect provided in the Indenture. 
 [If applicable, insert
— The Securities may not be redeemed prior to the Stated Maturity Date.] 
 [If applicable, insert — The Securities are subject to
redemption [(l) (If applicable, insert — on                      in any year commencing with the year
         and ending with the year          through operation of the sinking fund for this Series at a Redemption Price equal to 100% of the principal amount, and (2)]
[If applicable, insert — at any time [on or after                     ], as a whole or in part, at the election of the Company, at the
following Redemption Prices (expressed as percentages of the principal amount): 
 If redeemed on or before
                    ,     % and if redeemed during the 12-month period beginning
         of the years indicated at the Redemption Prices indicated below. 
  

							
	 Year
	  	 Redemption Price
	  	 Year
	  	 Redemption Price

		  		  		  	

 and thereafter at a Redemption Price equal to     % of the principal amount, together in the case of any
such redemption [If applicable, insert — (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date; provided, however, that installments of interest on this Security whose
Stated Maturity is on or prior to such Redemption Date will be payable to the Holder of this Security, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.] 

  
 A-4 








 [If applicable, insert — The Securities are subject to redemption (1) on
         in any year commencing with the year          and ending with the year          through operation of the sinking fund
for this Series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [on or after
        ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below: If redeemed during the 12-month period beginning          of the years indicated, 

 

					
	 Year
	  	 Redemption Price for

Redemption Through

Operation of the Sinking Fund
	  	 Redemption Price for

Redemption Otherwise Than
 Through
Operation of the
 Sinking Fund

		  		  	

 and thereafter at a Redemption Price equal to     % of the principal amount, together in the case of any
such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date; provided, however, that installments of interest on this Security whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holder of this Security, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] 

[If applicable, insert — Notwithstanding the foregoing, the Company may not, prior to
        , redeem any Securities as contemplated by [Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of
moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than     % per annum.] 

[If applicable, insert — The sinking fund for the Securities provides for the redemption on
         in each year, beginning with the year          and ending with the year          , of [not less than]
$        ] [(“mandatory sinking fund”) and not more than $        ] aggregate principal amount of the Securities. [The Securities acquired or redeemed by the
Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made in the [describe order] order in which they become due.]] 

Notice of redemption will be given by mail to Holders of Securities, not less than 30 nor more than 60 days prior to the Redemption Date, all
as provided in the Indenture. 
 In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed
portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. 

  
 A-5 








 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the Holders of the Securities under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority of the aggregate
principal amount of all Securities issued under the Indenture at the time Outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of not less than a majority of the aggregate principal amount of the
Outstanding Securities, on behalf of the Holders of all such Securities, to waive compliance by the Company with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the Holders of not less than a majority of the
aggregate principal amount, in certain instances, of the Outstanding Securities of any Series to waive, on behalf of all of the Holders of Securities of such Series, 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 other Securities 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 premium or Make-Whole Amount, if any) and interest on this Security at the times, places and
rate, and in the coin or currency, herein prescribed. 
 As provided in the Indenture and subject to certain limitations therein [and
herein] set forth, the transfer of this Security is registrable in the Security Register of the Company upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and
premium or Make-Whole Amount, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof
or by his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

As provided in the Indenture and subject to certain limitations therein [and herein] set forth, this Security is exchangeable for a like
aggregate principal amount of Securities of different authorized denominations but otherwise having the same terms and conditions, as requested by the Holder hereof surrendering the same. 

The Securities of this Series are issuable only in registered form in denominations of $         and
any integral multiple thereof. 
 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. 
 Prior to due
presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name 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. 

  
 A-6 








 No Holder shall have any recourse under or upon any obligation, covenant or agreement contained
in the Indenture, or any indenture supplemental thereto, or this Security, or because of any indebtedness evidenced thereby, including the payment of the principal of or premium or Make-Whole Amount, if any, or the interest on this Security, or for
any claim based hereon, or otherwise in respect hereof, against any past, present or future shareholder or any employee, officer, director or agent, as such, of the Company or of any successor, either directly or through the Company or any
successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise. Each Holder hereof, by the acceptance hereof and as part of the consideration for the
issue hereof, expressly waives and releases all such liability by accepting this Security. The waiver and release are part of the consideration for the issue of the Security. 

The Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York applicable to
agreements made and to be performed entirely in such State. 

  
 A-7 








 EXHIBIT B 

FORMS OF CERTIFICATION 
 EXHIBIT B-1 
 FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED 

TO OBTAIN INTEREST 
 PAYABLE PRIOR
TO THE EXCHANGE DATE 
 CERTIFICATE 

[Insert title or sufficient description of Securities to be delivered] 

This is to certify that, as of the date hereof, and except as set forth below, the above-captioned
Securities held by you for our account (i) are owned by person(s) that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States
Federal income taxation regardless of its source (“United States person(s)”), (ii) are owned by United States person(s) that are (a) foreign branches of United States financial institutions (financial institutions, as defined in
United States Treasury Regulations Section 2.165-12(c)(1)(v) are herein referred to as “financial institutions”) purchasing for their own account or for resale, or (b) United States
person(s) who acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such United States financial institutions on the date hereof (and in either case (a) or (b), each such
United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise Retail Properties of America, Inc. or its agent that such financial institution will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by United States or foreign financial institution(s) for purposes of resale
during the restricted period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, in addition, if the owner is a United States or foreign financial institution described
in clause (iii) above (whether or not also described in clause (i) or (ii)), this is to further certify that such financial institution has not acquired the Securities for purposes of resale directly or indirectly to a United States person
or to a person within the United States or its possessions. 
 As used herein, “United States” means the United States of America
(including the States and the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands. 

We undertake to advise you promptly by tested telex or by telecopy on or prior to the date on which you intend to submit your certification
relating to the above-captioned Securities held by you for our account in accordance with your operating procedures if any applicable statement herein is not correct on such date, and in the absence of any
such notification it may be assumed that this certification applies as of such date. 
 This certificate excepts and does not relate to
[U.S.$        ] of such interest in the above-captioned Securities in respect of which we are not able to certify and as to which we


  
 B-1 








 
understand an exchange for an interest in a permanent Global Security or an exchange for and delivery of definitive Securities (or, if relevant, collection of any interest) cannot be made until
we do so certify. 
 We understand that this certificate may be required in connection with certain tax legislation in the United States. If
administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any interested party in such
proceedings. 
 Dated:             ,          

[To be dated no earlier than the 15th day prior to (i) the Exchange Date or (ii) the relevant Interest Payment Date occurring prior to the Exchange
Date, as applicable] 
  

	
	[Name of Person Making Certification]
	
	  

	(Authorized Signature)
	Name:
	Title:



  
 B-2 








 EXHIBIT B-2 

FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR 

AND CLEARSTREAM IN CONNECTION WITH THE EXCHANGE OF 

A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO 

OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE 

CERTIFICATE 
 [Insert title or
sufficient description of Securities to be delivered] 
 This is to certify that, based solely on written certifications that we have
received in writing, by tested telex or by electronic transmission from each of the persons appearing in our records as persons entitled to a portion of the principal amount set forth below (our “Member Organizations”) substantially in the
form attached hereto, as of the date hereof, [U.S.$        ] principal amount of the above-captioned Securities (i) is owned by person(s) that are not citizens or
residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation regardless of its source (“United States person(s)”), (ii) is
owned by United States person(s) that are (a) foreign branches of United States financial institutions (financial institutions, as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v) are
herein referred to as “financial institutions”) purchasing for their own account or for resale, or (b) United States person(s) who acquired the Securities through foreign branches of United States financial institutions and who hold
the Securities through such United States financial institutions on the date hereof (and in either case (a) or (b), each such financial institution has agreed, on its own behalf or through its agent, that we may advise Retail Properties of
America, Inc. or its agent that such financial institution will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is owned
by United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, to the
further effect, that financial institutions described in clause (iii) above (whether or not also described in clause (i) or (ii)) have certified that they have not acquired the Securities for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its possessions. 
 As used herein, “United States” means the
United States of America (including the States and the District of Columbia); and its “Possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands. 

We further certify that (i) we are not making available herewith for exchange (or, if relevant, collection of any interest) any portion
of the temporary Global Security representing the above-captioned Securities excepted in the above-referenced certificates of Member Organizations and (ii) as of
the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements made by such Member Organizations with respect to any portion of the part submitted herewith for exchange (or, if relevant,
collection of any interest) are no longer true and cannot be relied upon as of the date hereof. 

  
 B-3 








 We understand that this certification is required in connection with certain tax legislation in
the United States. If administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any interested
party in such proceedings. 
 Dated:             
         
 [To be dated no earlier than the Exchange Date or the relevant Interest Payment Date
occurring prior to the Exchange Date, as applicable] 
  

			
	[Euroclear Bank S.A./N.V., as Operator of the Euroclear System] [Clearstream Banking Luxembourg]
		
	By:		  




  
 B-4