EX-4.1



 Exhibit 4.1 
  

 
  

 
 EXCEL TRUST, L.P. 

INDENTURE 
 Dated as of
May 12, 2014 
 WELLS FARGO BANK, NATIONAL ASSOCIATION 

Trustee 
  

 
  

 







 TABLE OF CONTENTS 

 

									
	 	 	 	    	 	  	PAGE	 
		
	 ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE
	  	 	1	  
		 	 Section 1.1
	    	 Definitions.
	  	 	1	  
		 	 Section 1.2
	    	 Other Definitions.
	  	 	4	  
		 	 Section 1.3
	    	 Incorporation by Reference of Trust Indenture Act.
	  	 	5	  
		 	 Section 1.4
	    	 Rules of Construction.
	  	 	5	  
		
	 ARTICLE II. THE SECURITIES
	  	 	6	  
		 	 Section 2.1
	    	 Issuable in Series.
	  	 	6	  
		 	 Section 2.2
	    	 Establishment of Terms of Series of Securities.
	  	 	6	  
		 	 Section 2.3
	    	 Execution and Authentication.
	  	 	8	  
		 	 Section 2.4
	    	 Registrar and Paying Agent.
	  	 	9	  
		 	 Section 2.5
	    	 Paying Agent to Hold Money in Trust.
	  	 	10	  
		 	 Section 2.6
	    	 Securityholder Lists.
	  	 	10	  
		 	 Section 2.7
	    	 Transfer and Exchange.
	  	 	11	  
		 	 Section 2.8
	    	 Mutilated, Destroyed, Lost and Stolen Securities.
	  	 	11	  
		 	 Section 2.9
	    	 Outstanding Securities.
	  	 	12	  
		 	 Section 2.10
	    	 Treasury Securities.
	  	 	12	  
		 	 Section 2.11
	    	 Temporary Securities.
	  	 	13	  
		 	 Section 2.12
	    	 Cancellation.
	  	 	13	  
		 	 Section 2.13
	    	 Defaulted Interest.
	  	 	13	  
		 	 Section 2.14
	    	 Global Securities.
	  	 	13	  
		 	 Section 2.15
	    	 CUSIP Numbers.
	  	 	14	  
		
	 ARTICLE III. REDEMPTION
	  	 	15	  
		 	 Section 3.1
	    	 Notice to Trustee.
	  	 	15	  
		 	 Section 3.2
	    	 Selection of Securities to be Redeemed.
	  	 	15	  
		 	 Section 3.3
	    	 Notice of Redemption.
	  	 	15	  
		 	 Section 3.4
	    	 Effect of Notice of Redemption.
	  	 	16	  
		 	 Section 3.5
	    	 Deposit of Redemption Price.
	  	 	16	  
		 	 Section 3.6
	    	 Securities Redeemed in Part.
	  	 	16	  
		
	 ARTICLE IV. COVENANTS
	  	 	17	  
		 	 Section 4.1
	    	 Payment of Principal and Interest.
	  	 	17	  
		 	 Section 4.2
	    	 SEC Reports.
	  	 	17	  
		 	 Section 4.3
	    	 Compliance Certificate.
	  	 	17	  
		 	 Section 4.4
	    	 Stay, Extension and Usury Laws.
	  	 	18	  
		
	 ARTICLE V. SUCCESSORS
	  	 	18	  
		 	 Section 5.1
	    	 When Company May Merge, Etc.
	  	 	18	  
		 	 Section 5.2
	    	 Successor Corporation Substituted.
	  	 	19	  
		
	 ARTICLE VI. DEFAULTS AND REMEDIES
	  	 	19	  
		 	 Section 6.1
	    	 Events of Default.
	  	 	19	  


  
 i 









									
		 	 Section 6.2
	    	 Acceleration of Maturity; Rescission and Annulment.
	  	 	20	  
		 	 Section 6.3
	    	 Collection of Indebtedness and Suits for Enforcement by Trustee.
	  	 	21	  
		 	 Section 6.4
	    	 Trustee May File Proofs of Claim.
	  	 	21	  
		 	 Section 6.5
	    	 Trustee May Enforce Claims Without Possession of Securities.
	  	 	22	  
		 	 Section 6.6
	    	 Application of Money Collected.
	  	 	22	  
		 	 Section 6.7
	    	 Limitation on Suits.
	  	 	23	  
		 	 Section 6.8
	    	 Unconditional Right of Holders to Receive Principal and Interest.
	  	 	23	  
		 	 Section 6.9
	    	 Restoration of Rights and Remedies.
	  	 	23	  
		 	 Section 6.10
	    	 Rights and Remedies Cumulative.
	  	 	24	  
		 	 Section 6.11
	    	 Delay or Omission Not Waiver.
	  	 	24	  
		 	 Section 6.12
	    	 Control by Holders.
	  	 	24	  
		 	 Section 6.13
	    	 Waiver of Past Defaults.
	  	 	25	  
		 	 Section 6.14
	    	 Undertaking for Costs.
	  	 	25	  
		
	 ARTICLE VII. TRUSTEE
	  	 	25	  
		 	 Section 7.1
	    	 Duties of Trustee.
	  	 	25	  
		 	 Section 7.2
	    	 Rights of Trustee.
	  	 	26	  
		 	 Section 7.3
	    	 Individual Rights of Trustee.
	  	 	28	  
		 	 Section 7.4
	    	 Trustee’s Disclaimer.
	  	 	28	  
		 	 Section 7.5
	    	 Notice of Defaults.
	  	 	28	  
		 	 Section 7.6
	    	 Reports by Trustee to Holders.
	  	 	28	  
		 	 Section 7.7
	    	 Compensation and Indemnity.
	  	 	28	  
		 	 Section 7.8
	    	 Replacement of Trustee.
	  	 	29	  
		 	 Section 7.9
	    	 Successor Trustee by Merger, Etc.
	  	 	30	  
		 	 Section 7.10
	    	 Eligibility; Disqualification.
	  	 	30	  
		 	 Section 7.11
	    	 Preferential Collection of Claims Against Company.
	  	 	30	  
		
	 ARTICLE VIII. SATISFACTION AND DISCHARGE; DEFEASANCE
	  	 	31	  
		 	 Section 8.1
	    	 Satisfaction and Discharge of Indenture.
	  	 	31	  
		 	 Section 8.2
	    	 Application of Trust Funds; Indemnification.
	  	 	32	  
		 	 Section 8.3
	    	 Legal Defeasance of Securities of any Series.
	  	 	32	  
		 	 Section 8.4
	    	 Covenant Defeasance.
	  	 	34	  
		 	 Section 8.5
	    	 Repayment to Company.
	  	 	35	  
		 	 Section 8.6
	    	 Reinstatement.
	  	 	35	  
		
	 ARTICLE IX. AMENDMENTS AND WAIVERS
	  	 	35	  
		 	 Section 9.1
	    	 Without Consent of Holders.
	  	 	35	  
		 	 Section 9.2
	    	 With Consent of Holders.
	  	 	36	  
		 	 Section 9.3
	    	 Limitations.
	  	 	37	  
		 	 Section 9.4
	    	 Compliance with Trust Indenture Act.
	  	 	37	  
		 	 Section 9.5
	    	 Revocation and Effect of Consents.
	  	 	38	  
		 	 Section 9.6
	    	 Notation on or Exchange of Securities.
	  	 	38	  
		 	 Section 9.7
	    	 Trustee Protected.
	  	 	38	  
		
	 ARTICLE X. MISCELLANEOUS
	  	 	39	  
		 	 Section 10.1
	    	 Trust Indenture Act Controls.
	  	 	39	  
		 	 Section 10.2
	    	 Notices.
	  	 	39	  


  
 ii 









									
		 	 Section 10.3
	    	 Communication by Holders with Other Holders.
	  	 	40	  
		 	 Section 10.4
	    	 Certificate and Opinion as to Conditions Precedent.
	  	 	40	  
		 	 Section 10.5
	    	 Statements Required in Certificate or Opinion.
	  	 	40	  
		 	 Section 10.6
	    	 Rules by Trustee and Agents.
	  	 	41	  
		 	 Section 10.7
	    	 Legal Holidays.
	  	 	41	  
		 	 Section 10.8
	    	 No Recourse Against Others.
	  	 	41	  
		 	 Section 10.9
	    	 Counterparts.
	  	 	41	  
		 	 Section 10.10
	    	 Governing Law.
	  	 	41	  
		 	 Section 10.11
	    	 No Adverse Interpretation of Other Agreements.
	  	 	42	  
		 	 Section 10.12
	    	 Successors.
	  	 	42	  
		 	 Section 10.13
	    	 Severability.
	  	 	42	  
		 	 Section 10.14
	    	 Table of Contents, Headings, Etc.
	  	 	42	  
		 	 Section 10.15
	    	 Securities in a Foreign Currency.
	  	 	42	  
		 	 Section 10.16
	    	 Judgment Currency.
	  	 	43	  
		 	 Section 10.17
	    	 Force Majeure.
	  	 	43	  
		 	 Section 10.18
	    	 U.S.A. Patriot Act.
	  	 	43	  
		
	 ARTICLE XI. SINKING FUNDS
	  	 	44	  
		 	 Section 11.1
	    	 Applicability of Article.
	  	 	44	  
		 	 Section 11.2
	    	 Satisfaction of Sinking Fund Payments with Securities.
	  	 	44	  
		 	 Section 11.3
	    	 Redemption of Securities for Sinking Fund.
	  	 	45	  
		
	 ARTICLE XII. GUARANTEE
	  	 	45	  
		 	 Section 12.1
	    	 Unconditional Guarantee.
	  	 	45	  
		 	 Section 12.2
	    	 Execution and Delivery of Notation of Guarantee.
	  	 	46	  
		 	 Section 12.3
	    	 Limitation on Guarantors’ Liability.
	  	 	47	  
		 	 Section 12.4
	    	 Release of Guarantors from Guarantee.
	  	 	47	  

 EXHIBITS 

Exhibit A      Form of Notation of Guarantee 

  
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 EXCEL TRUST, L.P. 

Reconciliation and tie between Trust Indenture Act of 1939 and 

Indenture, dated as of May 12, 2014 
  

			
	 Section 310(a)(1)
	  	7.10
	                    (a)(2)
	  	7.10
	                    (a)(3)
	  	Not Applicable
	                    (a)(4)
	  	Not Applicable
	                    (a)(5)
	  	7.10
	                    (b)
	  	7.10
	 Section 311(a)
	  	7.11
	                    (b)
	  	7.11
	                    (c)
	  	Not Applicable
	 Section 312(a)
	  	2.6
	                    (b)
	  	10.3
	                    (c)
	  	10.3
	 Section 313(a)
	  	7.6
	                    (b)(1)
	  	7.6
	                    (b)(2)
	  	7.6
	                    (c)(1)
	  	7.6
	                    (d)
	  	7.6
	 Section 314(a)
	  	4.2, 10.5
	                    (b)
	  	Not Applicable
	                    (c)(1)
	  	10.4
	                    (c)(2)
	  	10.4
	                    (c)(3)
	  	Not Applicable
	                    (d)
	  	Not Applicable
	                    (e)
	  	10.5
	                    (f)
	  	Not Applicable
	 Section 315(a)
	  	7.1
	                    (b)
	  	7.5
	                    (c)
	  	7.1
	                    (d)
	  	7.1
	                    (e)
	  	6.14
	 Section 316(a)
	  	2.10
	                    (a)(1)(a)
	  	6.12
	                    (a)(1)(b)
	  	6.13
	                    (b)
	  	6.8
	 Section 317(a)(1)
	  	6.3
	                    (a)(2)
	  	6.4
	                    (b)
	  	2.5
	 Section 318(a)
	  	10.1

  

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

  
 iv 








 Indenture dated as of May 12, 2014 among Excel Trust, L.P., a Delaware limited partnership
(the “Company”), the Guarantors (as defined herein) party hereto and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”). 

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

DEFINITIONS AND INCORPORATION BY REFERENCE 

Section 1.1    Definitions. 

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

“Affiliate” of any specified person means any other person directly or indirectly controlling or controlled by or under common
control with such specified person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any person,
shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities or by agreement or otherwise. 

“Agent” means any Registrar, Paying Agent or Notice Agent. 

“Board of Directors” means the Board of Directors of the Company’s General Partner or any duly authorized committee thereof.

 “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company’s
General Partner to have been adopted by the Board of Directors or pursuant to authorization by the Board of Directors and to be in full force and effect on the date of the certificate and delivered to the Trustee. 

“Business Day” means, unless otherwise provided by Board Resolution, Officer’s Certificate or supplemental indenture hereto
for a particular Series, any day except a Saturday, Sunday or a legal holiday in The City of New York (or in connection with any payment, the place of payment) on which banking institutions are authorized or required by law, regulation or executive
order to close. 
 “Capital Stock” means (a) in the case of a corporation, corporate stock; (b) in the case of an
association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated and whether or not voting) of corporate stock, including each class of common stock and preferred stock of such person;
and (c) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited). 







 “Company” means the party named as such above until a successor replaces it and
thereafter means the successor. 
 “Company Order” means a written order signed in the name of the Company by an Officer. 

“Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business related to
this Indenture shall be principally administered. 
 “Default” means any event which is, or after notice or passage of time or
both would be, an Event of Default. 
 “Depositary” means, with respect to the Securities of any Series issuable or issued in
whole or in part in the form of one or more Global Securities, the person designated as Depositary for such Series by the Company, which Depositary shall be a clearing agency registered under the Exchange Act; and if at any time there is more than
one such person, “Depositary” as used with respect to the Securities of any Series shall mean the Depositary with respect to the Securities of such Series. 

“Discount Security” means any Security that provides for an amount less than the stated principal amount thereof to be due and
payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.2. 
 “Dollars” and “$”
means the currency of The United States of America. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“Foreign Currency” means any currency or currency unit issued by a government other than the government of the United States of
America, including the Euro. 
 “Foreign Government Obligations” means, with respect to Securities of any Series that are
denominated in a Foreign Currency, direct obligations of, or obligations guaranteed by, the government that issued or caused to be issued such currency for the payment of which obligations its full faith and credit is pledged and which are not
callable or redeemable at the option of the issuer thereof. 
 “GAAP” means generally accepted accounting principles in the
United States of America set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect as of the date of determination. 

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

  
 2 








 “Guarantor” means each person that executes this Indenture as a guarantor and its
respective successors and assigns, in each case until the Guarantee of such person has been released in accordance with the provisions of this Indenture; provided, however, that such person shall be a Guarantor only with respect to a Series of
Securities for which such person has executed a Notation of Guarantee with respect to such Series. 
 “Holder” or
“Securityholder” means a person in whose name a Security is registered. 
 “Indenture” means this Indenture as amended
or supplemented, from time to time and shall include the form and terms of particular Series of Securities established as contemplated hereunder. 

“interest” with respect to any Discount Security which by its terms bears interest only after Maturity, means interest payable
after Maturity. 
 “Maturity,” when used with respect to any Security, means the date on which the principal of such Security
becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. 

“Notation of Guarantee” means a notation, substantially in the form of Exhibit A, executed by a Guarantor and affixed to
each Security of any Series to which the Guarantee of such Guarantor under Article XII of this Indenture applies. 
 “Officer”
means the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or any Assistant Treasurer, the Secretary or any Assistant Secretary, and any Vice President of the Company. 

“Officer’s Certificate” means a certificate signed by any Officer. 

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

“principal” of a Security means the principal of the Security plus, when appropriate, the premium, if any, on, and any Additional
Amounts in respect of, the Security. 
 “Responsible Officer” means any officer of the Trustee in its Corporate Trust Office
having responsibility for administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom any corporate trust matter is referred because of his or her knowledge of and familiarity with
a particular subject. 
 “SEC” means the Securities and Exchange Commission. 

  
 3 








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

“Subsidiary” of any specified person means any corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such
person or one or more of the other Subsidiaries of that person or a combination thereof. 
 “TIA” means the Trust Indenture Act
of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of this Indenture; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the extent required by any such
amendment, the Trust Indenture Act as so amended. 
 “Trustee” means the person named as the “Trustee” in the first
paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each person who is then a Trustee hereunder, and if at
any time there is more than one such person, “Trustee” as used with respect to the Securities of any Series shall mean the Trustee with respect to Securities of that Series. 

“U.S. Government Obligations” means securities which are direct obligations of, or guaranteed by, The United States of America for
the payment of which its full faith and credit is pledged and which are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank or trust company as custodian with respect to any
such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depositary 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 depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation evidenced by such depositary receipt. 

Section 1.2    Other Definitions. 
  

					
	TERM	  	DEFINED IN
SECTION	 
		
	“Bankruptcy Law”	  	 	6.1    	  
	“Custodian”	  	 	6.1    	  
	“Guarantee”	  	 	12.1(b)    	  
	“Event of Default”	  	 	6.1    	  


  
 4 









					
	“Judgment Currency”	  	 	10.16    	  
	“Legal Holiday”	  	 	10.7    	  
	“mandatory sinking fund payment”	  	 	11.1    	  
	“Market Exchange Rate”	  	 	10.15    	  
	“New York Banking Day”	  	 	10.16    	  
	“Notice Agent”	  	 	2.4    	  
	“optional sinking fund payment”	  	 	11.1    	  
	“Paying Agent”	  	 	2.4    	  
	“Registrar”	  	 	2.4    	  
	“Required Currency”	  	 	10.16    	  
	“successor person”	  	 	5.1    	  

 Section 1.3     Incorporation by Reference of Trust Indenture Act. 

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.
The following TIA terms used in this Indenture have the following meanings: 
 “Commission” means the SEC. 

“indenture securities” means the Securities. 

“indenture security holder” means a Securityholder. 

“indenture to be qualified” means this Indenture. 

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

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

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under
the TIA and not otherwise defined herein are used herein as so defined. 
 Section 1.4     Rules of
Construction. 
 Unless the context otherwise requires: 

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

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

(c)      “or” is not exclusive; 

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

  
 5 








 (e)       provisions apply to successive events and
transactions. 
 ARTICLE II. 

THE SECURITIES 

Section 2.1      Issuable in Series. 

The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be
issued in one or more Series. All Securities of a Series shall be identical except as may be set forth or determined in the manner provided in a Board Resolution, a supplemental indenture or an Officer’s Certificate detailing the adoption of
the terms thereof pursuant to authority granted under a Board Resolution. In the case of Securities of a Series to be issued from time to time, the Board Resolution, Officer’s Certificate or supplemental indenture detailing the adoption of the
terms thereof pursuant to authority granted under a Board Resolution may provide for the method by which specified terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determined. Securities
may differ between Series in respect of any matters, provided that all Series of Securities shall be equally and ratably entitled to the benefits of the Indenture. 

Section 2.2      Establishment of Terms of Series of Securities. 

At or prior to the issuance of any Securities within a Series, the following shall be established (as to the Series generally, in the case of
Subsection 2.2.1 and either as to such Securities within the Series or as to the Series generally in the case of Subsections 2.2.2 through 2.2.23) by or pursuant to a Board Resolution, and set forth or determined in the manner provided in a Board
Resolution, supplemental indenture hereto or Officer’s Certificate: 
 2.2.1    the title (which shall distinguish
the Securities of that particular Series from the Securities of any other Series) and ranking (including the terms of any subordination provisions) of the Series; 

2.2.2    the price or prices (expressed as a percentage of the principal amount thereof) at which the Securities of the
Series will be issued; 
 2.2.3    any limit upon the aggregate principal amount of the Securities of the Series which
may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to Section 2.7, 2.8, 2.11,
3.6 or 9.6); 
 2.2.4    the date or dates on which the principal of the Securities of the Series is payable; 

2.2.5    the rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to determine
such rate or rates (including, but not limited to, any commodity, commodity index, stock exchange index or financial index) at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest, if any, shall


  
 6 








 
accrue, the date or dates on which such interest, if any, shall commence and be payable and any regular record date for the interest payable on any interest payment date; 

2.2.6    the place or places where the principal of and interest, if any, on the Securities of the Series shall be
payable, where the Securities of such Series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be delivered, and the
method of such payment, if by wire transfer, mail or other means; 
 2.2.7    if applicable, the period or periods
within which, the price or prices at which and the terms and conditions upon which the Securities of the Series may be redeemed, in whole or in part, at the option of the Company; 

2.2.8    the obligation, if any, of the Company to redeem or purchase the Securities of the Series pursuant to any
sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the Series shall be redeemed or purchased, in whole
or in part, pursuant to such obligation; 
 2.2.9    the dates, if any, on which and the price or prices at which the
Securities of the Series will be repurchased by the Company at the option of the Holders thereof and other detailed terms and provisions of such repurchase obligations; 

2.2.10  if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the Securities of the
Series shall be issuable; 
 2.2.11  the forms of the Securities of the Series and whether the Securities will be issuable as
Global Securities; 
 2.2.12  if other than the principal amount thereof, the portion of the principal amount of the Securities
of the Series that shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.2; 

2.2.13  the currency of denomination of the Securities of the Series, which may be Dollars or any Foreign Currency, and if such
currency of denomination is a composite currency, the agency or organization, if any, responsible for overseeing such composite currency; 

2.2.14  the designation of the currency, currencies or currency units in which payment of the principal of and interest, if any, on
the Securities of the Series will be made; 
 2.2.15  if payments of principal of or interest, if any, on the Securities of the
Series are to be made in one or more currencies or currency units other than that or those in which such Securities are denominated, the manner in which the exchange rate with respect to such payments will be determined; 

2.2.16  the manner in which the amounts of payment of principal of or interest, if any, on the Securities of the Series will be
determined, if such amounts may be determined by 

  
 7 








 
reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index; 

2.2.17  the provisions, if any, relating to any security provided for the Securities of the Series or the Guarantees; 

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

2.2.19  any addition to, deletion of or change in the covenants set forth in Articles IV or V which applies to Securities of the
Series; 
 2.2.20  any Depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with
respect to Securities of such Series if other than those appointed herein; 
 2.2.21  the provisions, if any, relating to
conversion or exchange of any Securities of such Series, including if applicable, the conversion or exchange price, the conversion or exchange period, provisions as to whether conversion or exchange will be mandatory, at the option of the Holders
thereof or at the option of the Company, the events requiring an adjustment of the conversion price or exchange price and provisions affecting conversion or exchange if such Series of Securities are redeemed; 

2.2.22  any other terms of the Series (which may supplement, modify or delete any provision of this Indenture insofar as it applies
to such Series), including any terms that may be required under applicable law or regulations or advisable in connection with the marketing of Securities of that Series; and 

2.2.23  whether the Securities of such Series are entitled to the benefits of the Guarantee of any Guarantor pursuant to this
Indenture, whether any such Guarantee shall be made on a senior or subordinated basis and, if applicable, a description of the subordination terms of any such Guarantee. 

All Securities of any one Series need not be issued at the same time and may be issued from time to time, consistent with the terms of this
Indenture, if so provided by or pursuant to the Board Resolution, supplemental indenture hereto or Officer’s Certificate referred to above. 

Section 2.3       Execution and Authentication. 

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

If an Officer whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security shall
nevertheless be valid. 

  
 8 








 A Security shall not be valid until authenticated by the manual or facsimile signature of the
Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. 

The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the
Board Resolution, supplemental indenture hereto or Officer’s Certificate, upon receipt by the Trustee of a Company Order. Each Security shall be dated the date of its authentication. 

The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount
for such Series set forth in the Board Resolution, supplemental indenture hereto or Officer’s Certificate delivered pursuant to Section 2.2, except as provided in Section 2.8. 

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

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

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may
authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an
Affiliate of the Company. 
 Section 2.4    Registrar and Paying Agent. 

The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant
to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange
(“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be delivered (“Notice Agent”). The Registrar shall keep a register with respect to each Series
of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Notice Agent. If at any time the Company
shall fail to maintain any such required Registrar, Paying Agent or Notice Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, 

  
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surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands. 
 The Company may also from time to time designate one or more co-registrars, additional paying agents or
additional notice agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Notice Agent
in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any
such co-registrar, additional paying agent or additional notice agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Notice Agent” includes
any additional notice agent. The Company or any of its Affiliates may serve as Registrar or Paying Agent. 
 The Company hereby appoints
the Trustee the initial Registrar, Paying Agent and Notice Agent for each Series unless another Registrar, Paying Agent or Notice Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued. 

Section 2.5    Paying Agent to Hold Money in Trust. 

The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust, for the
benefit of Securityholders of any Series of Securities, or the Trustee, all money held by the Paying Agent for the payment of principal of or interest on the Series of Securities, and will notify the Trustee in writing of any default by the Company
in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon
payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for the money. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate and hold
in a separate trust fund for the benefit of Securityholders of any Series of Securities all money held by it as Paying Agent. Upon any bankruptcy, reorganization or similar proceeding with respect to the Company, the Trustee shall serve as Paying
Agent for the Securities. 
 Section 2.6    Securityholder Lists. 

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses
of Securityholders of each Series of Securities and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least ten days before each interest payment date and at such
other times as the Trustee may request in writing a list, in such form and as of such date as the Trustee may reasonably require, of the names and addresses of Securityholders of each Series of Securities. 

  
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 Section 2.7    Transfer and Exchange. 

Where Securities of a Series are presented to the Registrar or a co-registrar with a request to register a transfer or to exchange them for
an equal principal amount of Securities of the same Series, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Trustee shall
authenticate Securities at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover
any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.6 or 9.6). 

Neither the Company nor the Registrar shall be required (a) to issue, register the transfer of, or exchange Securities of any Series for
the period beginning at the opening of business 15 days immediately preceding the mailing of a notice of redemption of Securities of that Series selected for redemption and ending at the close of business on the day of such mailing, or (b) to
register the transfer of or exchange Securities of any Series selected, called or being called for redemption as a whole or the portion being redeemed of any such Securities selected, called or being called for redemption in part. 

Section 2.8    Mutilated, Destroyed, Lost and Stolen Securities. 

If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 

If there shall be delivered to the Company and the Trustee (a) evidence to their satisfaction of the destruction, loss or theft of any
Security and (b) such security or indemnity bond as may be required by each of them to hold itself and any of its agents harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Security, a new Security of the same Series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding. 
 In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 
 Upon the
issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of
the Trustee) connected therewith. 
 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 

  
 11 








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

Section 2.9      Outstanding Securities. 

The Securities outstanding at any time are all the Securities authenticated by the Trustee except for those canceled by it, those delivered
to it for cancellation, those paid pursuant to Section 2.8, those reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions hereof and those described in this Section as not outstanding. 

If a Security is replaced pursuant to Section 2.8, it ceases to be outstanding until the Trustee receives proof satisfactory to it that
the replaced Security is held by a bona fide purchaser. 
 If the Paying Agent (other than the Company, a Subsidiary of the Company or an
Affiliate of the Company) holds on the Maturity of Securities of a Series money sufficient to pay such Securities payable on that date, then on and after that date such Securities of the Series cease to be outstanding and interest on them ceases to
accrue. 
 The Company may purchase or otherwise acquire the Securities, whether by open market purchases, negotiated transactions or
otherwise. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security (but see Section 2.10 below). 

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

Section 2.10    Treasury Securities. 

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

  
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 Section 2.11    Temporary Securities. 

Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities upon a
Company Order. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the
Trustee upon receipt of a Company Order shall authenticate definitive Securities of the same Series and date of maturity in exchange for temporary Securities. Until so exchanged, temporary securities shall have the same rights under this Indenture
as the definitive Securities. 
 Section 2.12    Cancellation. 

The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the
Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Securities surrendered for transfer, exchange, payment, replacement or cancellation and shall dispose of such canceled
Securities (subject to the record retention requirement of the Exchange Act and the Trustee) and deliver a certificate of such cancellation to the Company upon written request of the Company. The Company may not issue new Securities to replace
Securities that it has paid or delivered to the Trustee for cancellation. 
 Section 2.13    Defaulted Interest.

 If the Company defaults in a payment of interest on a Series of Securities, it shall pay the defaulted interest, plus, to the extent
permitted by law, any interest payable on the defaulted interest, to the persons who are Securityholders of the Series on a subsequent special record date. The Company shall fix the record date and payment date. At least ten days before the special
record date, the Company shall mail to the Trustee and to each Securityholder of the Series a notice that states the special record date, the payment date and the amount of interest to be paid. The Company may pay defaulted interest in any other
lawful manner. 
 Section 2.14    Global Securities. 

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

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

  
 13 








 
Company executes and delivers to the Trustee an Officer’s Certificate to the effect that such Global Security shall be so exchangeable. Any Global Security that is exchangeable pursuant to
the preceding sentence shall be exchangeable for Securities registered in such names as the Depositary shall direct in writing in an aggregate principal amount equal to the principal amount of the Global Security with like tenor and terms. 

Except as provided in this Section 2.14.2, a Global Security may not be transferred except as a whole by the Depositary with respect to
such Global Security to a nominee of such Depositary, by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such a successor
Depositary. 
 2.14.3  Legend. Any Global Security issued hereunder shall bear a legend in substantially the following
form: 
 “This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name
of the Depositary or a nominee of the Depositary. This Security is exchangeable for Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and may not be
transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of
such a successor Depositary.” 
 2.14.4  Acts of Holders. The Depositary, as a Holder, may appoint agents and
otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the Indenture. 

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

2.14.6  Consents, Declaration and Directions. The Company, the Trustee and any Agent shall treat a person as the
Holder of such principal amount of outstanding Securities of such Series represented by a Global Security as shall be specified in a written statement of the Depositary or by the applicable procedures of the Depositary with respect to such Global
Security, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture. 

Section 2.15    CUSIP Numbers. 

The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use
“CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any
notice of a redemption and that reliance may be placed only on the other elements of 

  
 14 








 
identification printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee in writing of
any change in the “CUSIP” numbers. 
 ARTICLE III. 

REDEMPTION 

Section 3.1      Notice to Trustee. 

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

Section 3.2      Selection of Securities to be Redeemed. 

Unless otherwise indicated for a particular Series by a Board Resolution, supplemental indenture hereto or Officer’s Certificate, if
less than all the Securities of a Series are to be redeemed, the Trustee shall select the Securities of the Series to be redeemed in any manner that the Trustee deems fair and appropriate, including by lot or other method, unless otherwise required
by law or applicable stock exchange requirements, subject, in the case of Global Securities, to the applicable rules and procedures of the Depositary. The Trustee shall make the selection from Securities of the Series outstanding not previously
called for redemption. The Trustee may select for redemption portions of the principal of Securities of the Series that have denominations larger than $1,000. Securities of the Series and portions of them it selects shall be in amounts of $1,000 or
whole multiples of $1,000 or, with respect to Securities of any Series issuable in other denominations pursuant to Section 2.2.10, the minimum principal denomination for each Series and the authorized integral multiples thereof. Provisions of
this Indenture that apply to Securities of a Series called for redemption also apply to portions of Securities of that Series called for redemption. 

Section 3.3      Notice of Redemption. 

Unless otherwise indicated for a particular Series by Board Resolution, a supplemental indenture hereto or an Officer’s Certificate, at
least 15 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption by first-class mail to each Holder whose Securities are to be redeemed. 

The notice shall identify the Securities of the Series to be redeemed and shall state: 

(a)        the redemption date; 

  
 15 








 (b)      the redemption price; 

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

(d)      if any Securities are being redeemed in part, the portion of the principal amount of such Securities
to be redeemed and that, after the redemption date and upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion of the original Security shall be issued in the name of the Holder thereof upon
cancellation of the original Security; 
 (e)      that Securities of the Series called for redemption must
be surrendered to the Paying Agent to collect the redemption price; 
 (f)      that interest on Securities
of the Series called for redemption ceases to accrue on and after the redemption date; 
 (g)      the CUSIP
number, if any; and 
 (h)      any other information as may be required by the terms of the particular
Series or the Securities of a Series being redeemed. 
 At the Company’s request, the Trustee shall give the notice of redemption in
the Company’s name and at its expense, provided, however, that the Company has delivered to the Trustee, at least five days (unless a shorter time shall be acceptable to the Trustee) prior to the notice date, an Officer’s Certificate
requesting that the Trustee give such notice and setting forth the information to be stated in such notice. 

Section 3.4     Effect of Notice of Redemption. 

Once notice of redemption is mailed as provided in Section 3.3, Securities of a Series called for redemption become due and payable on
the redemption date and at the redemption price. Except as otherwise provided in the supplemental indenture, Board Resolution or Officer’s Certificate for a Series, a notice of redemption may not be conditional. Upon surrender to the Paying
Agent, such Securities shall be paid at the redemption price plus accrued interest to the redemption date. 

Section 3.5     Deposit of Redemption Price. 

On or before 11:00 a.m., New York City time, on the redemption date, the Company shall deposit with the Paying Agent money sufficient to pay
the redemption price of and accrued interest, if any, on all Securities to be redeemed on that date. 

Section 3.6     Securities Redeemed in Part. 

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

  
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 ARTICLE IV. 

COVENANTS 

Section 4.1    Payment of Principal and Interest. 

The Company covenants and agrees for the benefit of the Holders of each Series of Securities that it will duly and punctually pay the
principal of and interest, if any, on the Securities of that Series in accordance with the terms of such Securities and this Indenture. On or before 11:00 a.m., New York City time, on the applicable payment date, the Company shall deposit with the
Paying Agent money sufficient to pay the principal of and interest, if any, on the Securities of each Series in accordance with the terms of such Securities and this Indenture. 

Section 4.2    SEC Reports. 

The Company shall, so long as any Securities are outstanding, deliver to the Trustee within 15 days after it files them with the SEC copies
of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act. The Company also shall comply with the other provisions of TIA Section 314(a). Reports, information and documents filed with the SEC via the EDGAR system will be deemed to be delivered to the
Trustee as of the time of such filing via EDGAR for purposes of this Section 4.2; provided, however, that the Trustee shall have no responsibility whatsoever to determine if such filing has occurred. 

Delivery of reports, information and documents to the Trustee under this Section 4.2 are for informational purposes only and the
Trustee’s receipt of the foregoing shall not constitute constructive or actual 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 Officer’s Certificates). 

Section 4.3    Compliance Certificate. 

The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall, so long as any Securities are
outstanding, deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, an Officer’s Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has
been made under the supervision of the signing Officer with a view to determining whether the Company and any Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to such Officer signing
such certificate, that to the best of such Officer’s knowledge the Company and any Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance
of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge). 

  
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 The Company will, so long as any of the Securities are outstanding, deliver to the Trustee,
promptly upon becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto. 

Section 4.4    Stay, Extension and Usury Laws. 

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

SUCCESSORS 

Section 5.1    When Company May Merge, Etc. 

The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its properties and
assets to, any person (a “successor person”) unless: 
 (a)      the Company is the surviving
entity or the successor person (if other than the Company) is a corporation, partnership, trust or other entity organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes the Company’s obligations on
the Securities and under this Indenture; 
 (b)      immediately after giving effect to the transaction, no
Default or Event of Default, shall have occurred and be continuing; and 
 (c)      if the Company is not the
successor person, then each Guarantor, unless it has become the successor person, shall confirm that its Guarantee shall continue to apply to the obligations under the Securities and this Indenture to the same extent as prior to such merger,
conveyance, transfer or lease, as applicable. 
 The Company shall deliver to the Trustee prior to the consummation of the proposed
transaction an Officer’s Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and any supplemental indenture comply with this Indenture. 

Notwithstanding the above, any Subsidiary of the Company may consolidate with, merge into or transfer all or part of its properties to the
Company. Neither an Officer’s Certificate nor an Opinion of Counsel shall be required to be delivered in connection therewith. 

  
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 Section 5.2    Successor Corporation Substituted. 

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

ARTICLE VI. 
 DEFAULTS
AND REMEDIES 
 Section 6.1    Events of Default. 

“Event of Default,” wherever used herein with respect to Securities of any Series, means any one of the following events, unless in
the establishing Board Resolution, supplemental indenture or Officer’s Certificate, it is provided that such Series shall not have the benefit of said Event of Default: 

(a)      default in the payment of any interest on any Security of that Series when it becomes due and payable,
and continuance of such default for a period of 30 days (unless the entire amount of such payment is deposited by the Company with the Trustee or with a Paying Agent prior to 11:00 a.m., New York City time, on the 30th day of such period); or 

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

(c)      default in the performance or breach of any covenant or warranty of the Company in this Indenture
(other than defaults pursuant to paragraph (a) or (b) above or pursuant to a covenant or warranty that has been included in this Indenture solely for the benefit of Series of Securities other than that Series), which default continues
uncured 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 not less than a majority 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 

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

  (i)      commences a voluntary case, 

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

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


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

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

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

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

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

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

 (f)     any other Event of Default provided with respect to Securities of that Series, which is specified in a
Board Resolution, a supplemental indenture hereto or an Officer’s Certificate, in accordance with Section 2.2.18. 
 The term
“Bankruptcy Law” means title 11, U.S. Code or any similar federal or state law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. 

Section 6.2    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 (other than an Event of
Default referred to in Section 6.1(d) or (e)), then in every such case the Trustee or the Holders of not less than a majority in principal amount of the outstanding Securities of that Series may declare the principal amount (or, if any
Securities of that Series are Discount Securities, such portion of the principal amount as may be specified in the terms of such Securities) of and accrued and unpaid interest, if any, on all of the Securities of that Series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable.
If an Event of Default specified in Section 6.1(d) or (e) shall occur, the principal amount (or specified amount) of and accrued and unpaid interest, if any, on all outstanding Securities shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any Holder. 
 At any time after such a declaration of
acceleration with respect to any Series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the
outstanding Securities of that Series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences, including any related payment default that resulted from such acceleration, if all Events of
Default with respect to Securities of that Series, other than the non-payment of the principal and interest, if any, of Securities of that Series which have become due solely by such declaration of acceleration, have been cured or waived as provided
in Section 6.13. 

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

 Section 6.3    Collection of Indebtedness and Suits for Enforcement by Trustee. 

The Company covenants that if 

(a)      default is made in the payment of any interest on any Security when such interest becomes due and
payable and such default continues for a period of 30 days, or 
 (b)      default is made in the payment of
principal of any Security at the Maturity thereof, or 
 (c)      default is made in the deposit of any
sinking fund payment when and as due by the terms of a Security, 
 then, the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such Securities for principal and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and any overdue interest
at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel. 
 If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in
its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company, any
Guarantor or any other obligor upon such Securities and collect the moneys adjudged or deemed to be payable in the manner provided by law out of the property of the Company, any Guarantor or any other obligor upon such Securities, wherever situated.

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

Section 6.4    Trustee May File Proofs of Claim. 

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be
due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue 

  
 21 








 
principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, 

(a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Securities and to file such
other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the
Holders allowed in such judicial proceeding, and 
 (b) to collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same, 
 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such
judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7. 

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

Section 6.5    Trustee May Enforce Claims Without Possession of Securities. 

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

 Section 6.6    Application of Money Collected. 

Any money or property 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 or property on account of principal or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully
paid: 
 First: To the payment of all amounts due the Trustee under Section 7.7; and 

Second: To the payment of the amounts then due and unpaid for principal of and interest on the Securities in respect of which or for the
benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and interest, respectively; and 

  
 22 








 Third: To the Company or the Guarantors, as applicable. 

Section 6.7    Limitation on Suits. 

No Holder of any Security of any Series shall have any right to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless 

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

(c)      such Holder or Holders have offered to the Trustee indemnity or security reasonably satisfactory to
the Trustee against the costs, expenses and liabilities which might be incurred by the Trustee in compliance with such request; 

(d)      the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to
institute any such proceeding; and 
 (e)      no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the outstanding Securities of that Series; 
 it being
understood, intended and expressly covenanted by the Holder of every Security with every other Holder and the Trustee 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 of the applicable Series. 

Section 6.8    Unconditional Right of Holders to Receive Principal and Interest. 

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

Section 6.9    Restoration of Rights and Remedies. 

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such 

  
 23 








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

Section 6.10   Rights and Remedies Cumulative. 

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in
Section 2.8, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not, to the extent permitted by law, prevent
the concurrent assertion or employment of any other appropriate right or remedy. 
 Section 6.11   Delay or Omission
Not Waiver. 
 No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any
Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time
to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 

Section 6.12   Control by Holders. 

The Holders of a majority in principal amount of the outstanding Securities of any Series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such Series, provided that 

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

(b)      the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such
direction, 
 (c)      subject to the provisions of Section 6.1, the Trustee shall have the right to
decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer of the Trustee, determine that the proceeding so directed would involve the Trustee in personal liability, and 

(d)      prior to taking any action as directed under this Section 6.12, the Trustee shall be entitled to
indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. 

  
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 Section 6.13   Waiver of Past Defaults. 

The Holders of not less than a majority in principal amount of the outstanding Securities of any Series may on behalf of the Holders of all
the Securities of such Series waive any past Default hereunder with respect to such Series and its consequences, except a Default in the payment of the principal of or interest on any Security of such Series (provided, however, that the Holders of a
majority in principal amount of the outstanding Securities of any Series may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration). Upon any such waiver, such Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 

Section 6.14   Undertaking for Costs. 

All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees 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 Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the outstanding Securities of any Series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or interest on any Security on or after
the Maturity of such Security, including the Stated Maturity expressed in such Security (or, in the case of redemption, on the redemption date). 

ARTICLE VII. 
 TRUSTEE

 Section 7.1    Duties of Trustee. 

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

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

  (i)      The Trustee need perform only those duties that are specifically set forth in this
Indenture and no others. 
   (ii)     In the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel furnished to the Trustee and 

  
 25 








 
conforming to the requirements of this Indenture; however, in the case of any such Officer’s Certificates or Opinions of Counsel which by any provisions hereof are specifically required to
be furnished to the Trustee, the Trustee shall examine such Officer’s Certificates and Opinions of Counsel to determine whether or not they conform to the form requirements of this Indenture. 

(c)      The Trustee may not be relieved from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct, except that: 
   (i)      This paragraph does not limit the
effect of paragraph (b) of this Section. 
   (ii)     The Trustee shall not be liable for any
error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts. 

  (iii)    The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by
it with respect to Securities of any Series in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of such Series relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series in accordance with Section 6.12. 

(d)      Every provision of this Indenture that in any way relates to the Trustee is subject to paragraph (a),
(b) and (c) of this Section. 
 (e)      The Trustee may refuse to perform any duty or exercise any
right or power unless it receives indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in performing such duty or exercising such right or power. 

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

(g)      No provision of this Indenture shall require the Trustee to risk its own funds or otherwise incur any
financial liability in the performance of any of its duties, or in the exercise of any of its rights or powers, if adequate indemnity against such risk is not assured to the Trustee to its reasonable satisfaction. 

(h)      The Paying Agent, the Registrar and any authenticating agent shall be entitled to the protections and
immunities as are set forth in this Indenture with respect to the Trustee. 
 Section 7.2     Rights of
Trustee. 
 (a)      The Trustee may rely on and shall be protected in acting or refraining from acting
upon any document (whether in its original or facsimile form) believed by it to be 

  
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genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. 

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

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

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

(e)      The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder without willful misconduct or negligence, and in reliance thereon. 

(f)      The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this
Indenture at the request or direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred
by it in compliance with such request or direction. 
 (g)      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, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit. 

(h)      The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible
Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or
the Securities of a particular Series and this Indenture. 
 (i)      In no event shall the Trustee be
responsible or liable for punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of
the form of action, other than any such loss or damage by the Trustee’s willful misconduct or gross negligence. 

  
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 Section 7.3    Individual Rights of Trustee. 

The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or
an Affiliate of the Company with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee is also subject to Sections 7.10 and 7.11. 

Section 7.4    Trustee’s Disclaimer. 

The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the
Company’s use of the proceeds from the Securities, and it shall not be responsible for any statement in the Securities other than its authentication. 

Section 7.5    Notice of Defaults. 

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

A copy of each report at the time of its mailing to Securityholders of any Series shall be filed with the SEC and each national securities
exchange on which the Securities of that Series are listed. The Company shall promptly notify the Trustee in writing when Securities of any Series are listed on any national securities exchange and of any delisting thereof. 

Section 7.7    Compensation and Indemnity. 

The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee shall from time to time
agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it.
Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel. 
 The Company shall
indemnify each of the Trustee and any predecessor Trustee (including the cost of defending itself) against any cost, expense or liability, including taxes 

  
 28 








 
(other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in the next paragraph in the performance of its duties under this
Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations under this Section 7.7
except to the extent that the Company suffers actual prejudice as a result of such failure. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders
and agents of the Trustee. 
 The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee
or by any officer, director, employee, shareholder or agent of the Trustee through willful misconduct or negligence. 
 To secure the
Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any Series on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on
particular Securities of that Series. 
 When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.1(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. 

The provisions of this Section shall survive the termination of this Indenture. 

Section 7.8    Replacement of Trustee. 

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s
acceptance of appointment as provided in this Section. 
 The Trustee may resign with respect to the Securities of one or more Series by so
notifying the Company at least 30 days prior to the date of the proposed resignation. The Holders of a majority in principal amount of the Securities of any Series may remove the Trustee with respect to that Series by so notifying the Trustee and
the Company. The Company may remove the Trustee with respect to Securities of one or more Series if: 

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

(b)      the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to
the Trustee under any Bankruptcy Law; 
 (c)      a Custodian or public officer takes charge of the Trustee
or its property; or 
 (d)      the Trustee becomes incapable of acting. 

  
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 If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Securities may appoint a successor Trustee to replace the
successor Trustee appointed by the Company. 
 If a successor Trustee with respect to the Securities of any one or more Series does not
take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least a majority in principal amount of the Securities of the applicable Series may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor Trustee. 
 A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee subject to the lien provided for in Section 7.7,
the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee with respect to each Series of Securities for which it is acting as Trustee under this
Indenture. A successor Trustee shall mail a notice of its succession to each Securityholder of each such Series. Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Company’s obligations under Section 7.7
hereof shall continue for the benefit of the retiring Trustee with respect to expenses and liabilities incurred by it for actions taken or omitted to be taken in accordance with its rights, powers and duties under this Indenture prior to such
replacement. 
 Section 7.9    Successor Trustee by Merger, Etc. 

If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the successor Trustee, subject to Section 7.10. 

Section 7.10   Eligibility; Disqualification. 

This Indenture shall always have a Trustee who satisfies the requirements of TIA Section 310(a)(1), (2) and (5). The Trustee shall
always have a combined capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA Section 310(b). 

Section 7.11   Preferential Collection of Claims Against Company. 

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

  
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 ARTICLE VIII. 

SATISFACTION AND DISCHARGE; DEFEASANCE 

Section 8.1    Satisfaction and Discharge of Indenture. 

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

(a)      either 

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

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

    (1)      have become due and payable, or 

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

    (3)      have been called for redemption or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, or 

    (4)      are deemed paid and discharged pursuant to Section 8.3, as applicable;

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

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

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

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

  
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 If the Company exercises the satisfaction and discharge provisions in compliance with this
Indenture with respect to Securities of a particular Series that are entitled to the benefit of the Guarantee of any Guarantor, the Guarantee will terminate with respect to that Series of Securities. 

Section 8.2    Application of Trust Funds; Indemnification. 

(a)      Subject to the provisions of Section 8.5, all money or U.S. Government Obligations deposited with
the Trustee pursuant to Section 8.1, all money and U.S. Government Obligations or Foreign Government Obligations deposited with the Trustee pursuant to Section 8.3 or 8.4 and all money received by the Trustee in respect of U.S. Government
Obligations or Foreign Government Obligations deposited with the Trustee pursuant to Section 8.3 or 8.4, shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the persons entitled thereto, of the principal and interest for whose payment such money has been deposited with or received
by the Trustee or to make mandatory sinking fund payments or analogous payments as contemplated by Section 8.3 or 8.4. 

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

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

Section 8.3    Legal Defeasance of Securities of any Series. 

Unless this Section 8.3 is otherwise specified, pursuant to Section 2.2, to be inapplicable to Securities of any Series, the
Company shall be deemed to have paid and discharged the entire indebtedness on all the outstanding Securities of any Series on the 91st day after the date of the deposit referred to in subparagraph (d) hereof, and the provisions of this
Indenture, as it relates to such outstanding Securities of such Series, shall no longer be in effect and any Guarantee will terminate with respect to that Series of Securities (and the Trustee, at the expense of the Company, shall, upon receipt of a
Company Order, execute instruments acknowledging the same), except as to: 
 (a)      the rights of Holders
of Securities of such Series to receive, from the trust funds described in subparagraph (d) hereof, (i) payment of the principal of and each installment 

  
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of principal of and interest on the outstanding Securities of such Series on the Maturity of such principal or installment of principal or interest and (ii) the benefit of any mandatory
sinking fund payments applicable to the Securities of such Series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such Series; 

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

(c)      the rights, powers, trust and immunities of the Trustee hereunder and the Company’s obligations
in connection therewith; 
 provided that, the following conditions shall have been satisfied: 

(d)      the Company shall have deposited or caused to be irrevocably deposited (except as provided in
Section 8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of such Securities (i) in the case of
Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign
Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one
day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent public accountants or investment bank expressed in a written certification thereof delivered to the
Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of all the Securities of such Series on the dates such installments of interest or principal and such sinking
fund payments are due; 
 (e)      such deposit will not result in a breach or violation of, or constitute a
default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and
any similar concurrent deposit related to other indebtedness of the Company or any Subsidiary) and the granting of liens to secure such borrowings); 

(f)      no Default or Event of Default with respect to the Securities of such Series shall have occurred and
be continuing on the date of such deposit or during the period ending on the 91st day after such date; 

(g)      the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel to the effect 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 of Counsel shall confirm that, the Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such
deposit, defeasance and discharge and will be subject to federal income tax on 

  
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the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; 

(h)      the Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit
was not made by the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and 

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

Section 8.4    Covenant Defeasance. 

Unless this Section 8.4 is otherwise specified pursuant to Section 2.2 to be inapplicable to Securities of any Series, the Company
may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.2, 4.3, 4.4, 4.5 and 5.1 as well as any additional covenants specified in a supplemental indenture for such Series of
Securities or a Board Resolution or an Officer’s Certificate delivered pursuant to Section 2.2 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such Series under
Section 6.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officer’s Certificate delivered pursuant to Section 2.2.18 and designated as an Event of
Default shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied: 

(a)      With reference to this Section 8.4, the Company has deposited or caused to be irrevocably
deposited (except as provided in Section 8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such
Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite
currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on
such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants or investment bank expressed in a written
certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of such Series on the dates such installments of
interest or principal and such sinking fund payments are due; 
 (b)      Such deposit will not result in a
breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (other than a Default or Event of Default resulting from the borrowing of
funds to be applied to such deposit (and any similar concurrent deposit related to other indebtedness of the Company or any Subsidiary) and the granting of liens to secure such borrowings); 

  
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 (c)      No Default or Event of Default with respect to the
Securities of such Series shall have occurred and be continuing on the date of such deposit; 
 (d)      The
Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance
and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred; 

(e)      The Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit
was not made by the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and 

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

Section 8.5    Repayment to Company. 

Subject to applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon request any money held by them
for the payment of principal and interest that remains unclaimed for two years. After that, Securityholders entitled to the money must look to the Company for payment as general creditors unless an applicable abandoned property law designates
another person. 
 Section 8.6    Reinstatement. 

If the Trustee or the Paying Agent is unable to apply any money deposited with respect to Securities of any Series in accordance with
Section 8.1 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the obligations of the Company under this Indenture
with respect to the Securities of such Series and under the Securities of such Series shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.1 until such time as the Trustee or the Paying Agent is permitted to
apply all such money in accordance with Section 8.1; provided, however, that if the Company has made any payment of principal of or interest on or any Additional Amounts with respect to any Securities because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent after payment in full to the Holders. 

ARTICLE IX. 
 AMENDMENTS
AND WAIVERS 
 Section 9.1    Without Consent of Holders. 

The Company, any Guarantors and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without the
consent of any Securityholder: 

  
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 (a)      to cure any ambiguity, defect or inconsistency; 

(b)      to comply with Article V; 

(c)      to provide for uncertificated Securities in addition to or in place of certificated Securities; 

(d)      to surrender any of the Company’s rights or powers under this Indenture; 

(e)      to add covenants or events of default for the benefit of the holders of Securities of any Series; 

(f)      to comply with the applicable procedures of the applicable depositary; 

(g)      to make any change that does not adversely affect the rights of any Securityholder; 

(h)      to provide for the issuance of and establish the form and terms and conditions of Securities of any
Series as permitted by this Indenture; 
 (i)      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; 
 (j)      to comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the TIA; 
 (k)      to reflect the release of any Guarantor in
accordance with Article XII; or 
 (l)      to add Guarantors with respect to any or all of the Securities or
to secure any or all of the Securities or the Guarantees. 
 Section 9.2    With Consent of Holders. 

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

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

Section 9.3    Limitations. 

Without the consent of each Securityholder affected, an amendment or waiver may not: 

(a)      reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or
waiver; 
 (b)      reduce the rate of or extend the time for payment of interest (including default
interest) on any Security; 
 (c)      reduce the principal or change the Stated Maturity of any Security or
reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation; 

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

 (e)      waive a Default or Event of Default in the payment of the principal of or interest, if any, on
any Security (except a rescission of acceleration of the Securities of any Series by the Holders of at least a majority in principal amount of the outstanding Securities of such Series and a waiver of the payment default that resulted from such
acceleration); 
 (f)      make the principal of or interest, if any, on any Security payable in any currency
other than that stated in the Security; 
 (g)      make any change in Section 6.8, 6.13 or 9.3 (this
sentence); 
 (h)      waive a redemption payment with respect to any Security, provided that such redemption
is made at the Company’s option; or 
 (i)      if the Securities of that Series are entitled to the
benefit of the Guarantee, release any Guarantor of such Series other than as provided in this Indenture or modify the Guarantee in any manner adverse to the Holders. 

Section 9.4    Compliance with Trust Indenture Act. 

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

  
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 Section 9.5    Revocation and Effect of Consents. 

Until an amendment is set forth in a supplemental indenture or a waiver becomes effective, a consent to it by a Holder of a Security is a
continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security. However, any such
Holder or subsequent Holder may revoke the consent as to his Security or portion of a Security if the Trustee receives the notice of revocation before the date of the supplemental indenture or the date the waiver becomes effective. 

Any amendment or waiver once effective shall bind every Securityholder of each Series affected by such amendment or waiver unless it is of
the type described in any of clauses (a) through (h) of Section 9.3. In that case, the amendment or waiver shall bind each Holder of a Security who has consented to it and every subsequent Holder of a Security or portion of a Security
that evidences the same debt as the consenting Holder’s Security. 
 The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Holders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately
preceding paragraph, those persons who were Holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to give such consent or to revoke any consent previously given or take any such action, whether or
not such persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date. 

Section 9.6    Notation on or Exchange of Securities. 

The Company or the Trustee may place an appropriate notation about an amendment or waiver on any Security of any Series thereafter
authenticated. The Company in exchange for Securities of that Series may issue and the Trustee shall authenticate upon request new Securities of that Series that reflect the amendment or waiver. 

Section 9.7    Trustee Protected. 

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 7.1) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel complying with
Section 10.4. The Trustee shall sign all supplemental indentures upon delivery of such an Officer’s Certificate and Opinion of Counsel, except that the Trustee need not sign any supplemental indenture that adversely affects its rights.


  
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 ARTICLE X. 

MISCELLANEOUS 

Section 10.1   Trust Indenture Act Controls. 

If any provision of this Indenture limits, qualifies, or conflicts with another provision which is required or deemed to be included in this
Indenture by the TIA, such required or deemed provision shall control. 
 Section 10.2   Notices. 

Any notice or communication by the Company, any Guarantor or the Trustee to the other, or by a Holder to the Company, any Guarantor or the
Trustee, is duly given if in writing and delivered in person, sent electronically in PDF format or mailed by first-class mail: 

  if to the Company or any Guarantor: 

  Excel Trust, L.P. 

  17140 Bernardo Center Drive, Suite 300 

  San Diego, California 92128 

  Facsimile:   (858) 487-9890 

  Attention:    General Counsel 

  with a copy to: 

  Latham & Watkins LLP 

  12670 High Bluff Drive 

  San Diego, California 92130 

  Facsimile:   (858) 523-5450 

  Attention:    Craig M. Garner 

  if to the Trustee: 

  Wells Fargo Bank, National Association 

  333 S. Grand Avenue, Fifth Floor, Suite 5A 

  MAC E2064-05A 

  Los Angeles, California 90071 

  Facsimile:  (213) 253-7598 

  Attention:   Corporate Trust Services – Administrator for Excel Trust, L.P. 

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

 Any notice or communication to a Securityholder shall be mailed by first-class mail to his address shown on the register kept by the
Registrar. Failure to mail a notice or communication to a Securityholder of any Series or any defect in it shall not affect its sufficiency with respect to other Securityholders of that or any other Series. 

  
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 If a notice or communication is mailed or published in the manner provided above, within the
time prescribed, it is duly given, whether or not the Securityholder receives it. 
 If the Company or any Guarantor mails a notice or
communication to Securityholders, it shall mail a copy to the Trustee and each Agent at the same time. 
 Notwithstanding any other
provision of this Indenture or any Security, where this Indenture or any Security provides for notice of any event (including any notice of redemption) to a Holder of a Global Security (whether by mail or otherwise), such notice shall be
sufficiently given to the Depositary for such Security (or its designee) pursuant to the customary procedures of such Depositary. 

Section 10.3   Communication by Holders with Other Holders. 

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

Section 10.4   Certificate and Opinion as to Conditions Precedent. 

Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the
Trustee: 
 (a)      an Officer’s Certificate stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 

(b)      an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have
been complied with. 
 Section 10.5   Statements Required in Certificate or Opinion. 

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

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

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

  
 40 








 (d)      a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with. 
 Section 10.6   Rules by Trustee and Agents. 

The Trustee may make reasonable rules for action by or a meeting of Securityholders of one or more Series. Any Agent may make reasonable
rules and set reasonable requirements for its functions. 
 Section 10.7   Legal Holidays. 

Unless otherwise provided by Board Resolution, Officer’s Certificate or supplemental indenture hereto for a particular Series, a
“Legal Holiday” is any day that is not a Business Day. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for
the intervening period. 
 Section 10.8   No Recourse Against Others. 

A director, officer, employee or stockholder (past or present), as such, of the Company or any Guarantor shall not have any liability for any
obligations of the Company under the Securities, the Guarantee or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Securityholder by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration for the issue of the Securities. 

Section 10.9   Counterparts. 

This Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective
execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures
for all purposes. 
 Section 10.10 Governing Law. 

THIS INDENTURE AND THE SECURITIES, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE INDENTURE OR THE SECURITIES, SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW). 

  
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 Section 10.11 No Adverse Interpretation of Other Agreements. 

This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary of the Company. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture. 
 Section 10.12 Successors. 

All agreements of the Company and the Guarantors in this Indenture and the Securities shall bind their respective successors. All agreements
of the Trustee in this Indenture shall bind its successor. 
 Section 10.13 Severability. 

In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 Section 10.14 Table of
Contents, Headings, Etc. 
 The Table of Contents, Cross Reference Table, and headings of the Articles and Sections of this Indenture
have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. 

Section 10.15 Securities in a Foreign Currency. 

Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate delivered pursuant to
Section 2.2 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series
or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in more than one currency, then the principal amount of Securities of such Series which
shall be deemed to be outstanding for the purpose of taking such action shall be determined by converting any such other currency into a currency that is designated upon issuance of any particular Series of Securities. Unless otherwise specified in
a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate delivered pursuant to Section 2.2 of this Indenture with respect to a particular Series of Securities, such conversion shall be at the spot rate for the
purchase of the designated currency as published in The Financial Times in the “Currency Rates” section (or, if The Financial Times is no longer published, or if such information is no longer available in The Financial Times, such source
as may be selected in good faith by the Company) on any date of determination. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than
Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. 

  
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 All decisions and determinations provided for in the preceding paragraph shall, in the absence
of manifest error, to the extent permitted by law, be conclusive for all purposes and irrevocably binding upon the Trustee and all Holders. 

Section 10.16 Judgment Currency. 

The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining
judgment in any court it is necessary to convert the sum due in respect of the principal of or interest or other amount on the Securities of any Series (the “Required Currency”) into a currency in which a judgment will be rendered (the
“Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the day on which
final unappealable judgment is entered, unless such day is not a New York Banking Day, then the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the New York Banking Day preceding the day on which final unappealable judgment is entered and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not
be discharged or satisfied by any tender, any recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall
result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering
in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable, and (iii) shall not be affected by judgment being obtained for any other sum due
under this Indenture. For purposes of the foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a legal holiday in The City of New York on which banking institutions are authorized or required by law, regulation or
executive order to close. 
 Section 10.17 Force Majeure. 

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out
of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to
resume performance as soon as practicable under the circumstances. 
 Section 10.18 U.S.A. Patriot Act. 

The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial
institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify and record information that identifies each person or legal entity that establishes a relationship or opens an account with the


  
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Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may reasonably request in order for the Trustee to satisfy the requirements of the
U.S.A. Patriot Act. 
 ARTICLE XI. 

SINKING FUNDS 

Section 11.1   Applicability of Article. 

The provisions of this Article shall be applicable to any sinking fund for the retirement of the Securities of a Series if so provided by the
terms of such Securities pursuant to Section 2.2, except as otherwise permitted or required by any form of Security of such Series issued pursuant to this Indenture. 

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

The Company may, in satisfaction of all or any part of any sinking fund payment with respect to the Securities of any Series to be made
pursuant to the terms of such Securities (1) deliver outstanding Securities of such Series to which such sinking fund payment is applicable (other than any of such Securities previously called for mandatory sinking fund redemption) and
(2) apply as credit Securities of such Series to which such sinking fund payment is applicable and which have been repurchased by the Company or redeemed either at the election of the Company pursuant to the terms of such Series of Securities
(except pursuant to any mandatory sinking fund) or through the application of permitted optional sinking fund payments or other optional redemptions pursuant to the terms of such Securities, provided that such Securities have not been previously so
credited. Such Securities shall be received by the Trustee, together with an Officer’s Certificate with respect thereto, not later than 15 days prior to the date on which the Trustee begins the process of selecting Securities for redemption,
and shall be credited for such purpose by the Trustee at the price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If as a result of the
delivery or credit of Securities in lieu of cash payments pursuant to this Section 11.2, the principal amount of Securities of such Series to be redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee
need not call Securities of such Series for redemption, except upon receipt of a Company Order that such action be taken, and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment,
provided, however, that the Trustee or such Paying Agent shall from time to time upon receipt of a Company Order pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the


  
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Company to the Trustee of Securities of that Series purchased by the Company having an unpaid principal amount equal to the cash payment required to be released to the Company. 

Section 11.3   Redemption of Securities for Sinking Fund. 

Not less than 45 days (unless otherwise indicated in the Board Resolution, supplemental indenture hereto or Officer’s Certificate in
respect of a particular Series of Securities) prior to each sinking fund payment date for any Series of Securities, the Company will deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing mandatory sinking
fund payment for that Series pursuant to the terms of that Series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting of Securities of that
Series pursuant to Section 11.2, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days
(unless otherwise indicated in the Board Resolution, Officer’s Certificate or supplemental indenture in respect of a particular Series of Securities) before each such sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section 3.2 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 3.3. Such notice
having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 3.4, 3.5 and 3.6. 
  

ARTICLE XII. 
 GUARANTEE

 Section 12.1   Unconditional Guarantee. 

(a)       Notwithstanding any provision of this Article XII to the contrary, the provisions of this
Article XII shall be applicable only to, and inure solely to the benefit of, the Securities of any Series designated, pursuant to Section 2.2.23, as entitled to the benefits of the Guarantee of each Guarantor identified in such designation and
that has executed a Notation of Guarantee with respect to such Series. 
 (b)       For value received,
each Guarantor hereby jointly and severally, fully, unconditionally and absolutely guarantees (the “Guarantee”) to the Holders and to the Trustee the due and punctual payment of the principal of and interest on each Series of Securities
for which such Guarantor has executed a Notation of Guarantee with respect to such Series and all other amounts due and payable under this Indenture and the Securities of such Series by the Company, when and as such principal and interest shall
become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, according to the terms of such Securities and this Indenture, subject to the limitations set forth in Section 12.3. 

(c)       Failing payment when due of any amount guaranteed pursuant to the Guarantee, for whatever
reason, each of the Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Guarantors hereby agrees that its obligations hereunder 

  
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shall be full, unconditional and absolute, irrespective of the validity, regularity or enforceability of the Securities, the Guarantee (including the Guarantee of any other Guarantor) or this
Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any other Guarantor, or any action
to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of any of the Guarantors. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or
interest on the Securities entitled to the Guarantee of such Guarantor, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders
or, subject to Section 6.7, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Company or any other Guarantor. 

(d)      Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with
a court in the event of the merger, insolvency or bankruptcy of the Company or any of the Guarantors, and all demands whatsoever and (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and
that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it. Each Guarantor further agrees that if at any time all or any part of any payment
theretofore applied by any person to the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, the Guarantee
shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though
such application had not been made. 
 (e)      Each Guarantor shall be subrogated to all rights of the
Holders and the Trustee against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor shall not be entitled to enforce or to receive any payments arising out
of, or based upon, such right of subrogation until all of the Securities entitled to the Guarantee of such Guarantor and the Guarantee shall have been paid in full or discharged. 

Section 12.2   Execution and Delivery of Notation of Guarantee. 

To evidence the Guarantee of a Guarantor of a Series of Securities, a Notation of Guarantee, executed by either manual or facsimile signature
of an Officer of such Guarantor, shall be affixed on each Security entitled to the benefits of the Guarantee of such Guarantor. If any Officer of any Guarantor whose signature is on a Notation of Guarantee no longer holds that office at the time the
Trustee authenticates a Security to which such Notation of Guarantee is affixed or at any time thereafter, the Guarantee of such Security shall be valid nevertheless. The delivery of any Security by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of any Guarantee relating to such Security set forth in the Indenture on behalf of the Guarantor. 

  
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 Section 12.3   Limitation on Guarantors’ Liability. 

Each Guarantor by its acceptance hereof and each Holder of Security entitled to the benefits of the Guarantee hereby confirms that it is the
intention of all such parties that the guarantee by such Guarantor pursuant to the Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal or state law. To effectuate the foregoing intention, each Holder of a
Security entitled to the benefits of the Guarantee and each Guarantor hereby irrevocably agrees that the obligations of each Guarantor under the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent
and fixed liabilities of such Guarantor and to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under the Guarantee, not result in the obligations of such Guarantor
under the Guarantee constituting a fraudulent conveyance or fraudulent transfer under federal or state law. 

Section 12.4   Release of Guarantors from Guarantee. 

(a)      Notwithstanding any other provisions of this Indenture, the Guarantee of any Guarantor may be released
upon the terms and subject to the conditions set forth in Section 8.1, Section 8.3 and this Section 12.4. Provided that no Default shall have occurred and shall be continuing under this Indenture, the Guarantee incurred by a Guarantor
pursuant to this Article XII shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any person that is not an Affiliate of the Company, of all
of the Company’s direct or indirect equity interests in such Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Guarantor into the Company or any other Guarantor or the
liquidation and dissolution of such Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) with respect to any Series of Securities, upon the occurrence of any other condition set forth in the Board Resolution,
supplemental indenture or Officer’s Certificate establishing the terms of such Series. 
 (b)      Upon
receipt of a written request of the Company accompanied by an Officer’s Certificate or Opinion of Counsel to the effect that any Guarantor is entitled to release from the Guarantee in accordance with the provisions of this Indenture, the
Trustee shall deliver an appropriate instrument evidencing the release of such Guarantor from the Guarantee. Any Guarantor not so released shall remain liable for the full amount of principal of and interest on the Securities entitled to the
benefits of the Guarantee as provided in this Indenture, subject to the limitations of Section 12.3. 

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

					
	EXCEL TRUST, L.P.	 	
	By:  Excel Trust, Inc., its sole general partner      
		
	By:	 	 /s/ James Y. Nakagawa

	Name: James Y. Nakagawa	 	
	Title: Chief Financial Officer	 	
		
	Excel Trust, Inc., as a Guarantor	 	
		
	By:	 	 /s/ James Y. Nakagawa

	Name: James Y. Nakagawa	 	
	Title: Chief Financial Officer	 	
		
	Wells Fargo Bank, National Association, as Trustee	 	
		
	By:	 	 /s/ Michael Tu

	Name: Michael Tu	 	
	Title: Assistant Vice President	 	



  
 [Signature Page to
Base Indenture] 








 EXHIBIT A 

[FORM OF] 
 NOTATION OF
GUARANTEE 
 Each Guarantor signing below has fully, unconditionally and absolutely guaranteed, to the extent set forth in the
Indenture and subject to the provisions in the Indenture, the due and punctual payment of the principal of and interest on the Securities to which this notation is affixed and all other amounts due and payable under the Indenture and the Securities
to which this notation is affixed by the Company. 
 The obligations of such Guarantor to the Holders of Securities to which this notation
is affixed and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XII of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee. 

 
  

			
	[NAME OF GUARANTOR(S)]
		
	By:	 	  

		 	Name:
		 	Its:



  
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