{"url_path":"/sec/cik-0001959472/8-k/2026-06-15/body","section_key":"body","section_title":"Body","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1959472/0001140361-26-025223-index.html","accession_number":"0001140361-26-025223","cik":"0001959472","ticker":null,"issuer_name":"Kimco Realty OP, LLC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1959472/0001140361-26-025223-index.html","primary_entity_key":"0001959472","primary_entity_name":"Kimco Realty OP, LLC"},"word_count":49107,"has_tables":true,"body_markdown":"EX-4.1\n2\nef20076176_4-1.htm\nEXHIBIT 4.1\n\n \n\n****\n\n \n\n**Exhibit 4.1**\n\n \n\n**EXECUTION VERSION**\n\n \n\n  \n\n**Kimco Realty OP, LLC,**\n\n \n\n**THE PARENT GUARANTOR PARTY HERETO**\n\n \n\nand\n\n \n\n**U.S. Bank Trust Company, National Association**\n\n \n\nas Trustee\n\n \n\n \n\n \n\nINDENTURE\n\n \n\nDated as of June 15, 2026\n\n \n\n \n\n \n\n3.50% Exchangeable Senior Notes due 2031\n\n \n\n \n\n \n\n \n\n**TABLE OF CONTENTS**\n\n \n\n**Page**\n\n \n\nArticle 1. Definitions; Rules of Construction\n1\n\nSection 1.01.\nDefinitions\n1\n\nSection 1.02.\nOther Definitions\n14\n\nSection 1.03.\nRules of Construction\n15\n\nArticle 2. The Notes\n15\n\nSection 2.01.\nForm, Dating and Denominations\n15\n\nSection 2.02.\nExecution, Authentication and Delivery\n16\n\nSection 2.03.\nInitial Notes and Additional Notes\n17\n\nSection 2.04.\nMethod of Payment\n17\n\nSection 2.05.\nAccrual of Interest; Defaulted Amounts; When Payment Date is Not a Business Day\n18\n\nSection 2.06.\nRegistrar, Paying Agent and Exchange Agent\n19\n\nSection 2.07.\nPaying Agent and Exchange Agent to Hold Property in Trust\n20\n\nSection 2.08.\nHolder Lists\n20\n\nSection 2.09.\nLegends\n21\n\nSection 2.10.\nTransfers and Exchanges; Certain Transfer Restrictions\n22\n\nSection 2.11.\nExchange and Cancellation of Notes to Be Exchanged or to Be Repurchased Pursuant\nto a Repurchase Upon Fundamental Change or Redemption\n27\n\nSection 2.12.\nReplacement Notes\n28\n\nSection 2.13.\nRegistered Holders; Certain Rights with Respect to Global Notes\n28\n\nSection 2.14.\nCancellation\n28\n\nSection 2.15.\nNotes Held by the Company or its Affiliates\n29\n\nSection 2.16.\nTemporary Notes\n29\n\nSection 2.17.\nOutstanding Notes\n29\n\nSection 2.18.\nRepurchases by the Company\n30\n\nSection 2.19.\nCUSIP and ISIN Numbers\n30\n\nArticle 3. Covenants\n30\n\nSection 3.01.\nPayment on Notes\n30\n\nSection 3.02.\nExchange Act Reports\n31\n\nSection 3.03.\nRule 144A Information\n31\n\nSection 3.04.\nAdditional Interest\n32\n\nSection 3.05.\nMaturity Premium\n32\n\nSection 3.06.\nCompliance and Default Certificates\n33\n\nSection 3.07.\nStay, Extension and Usury Laws\n33\n\nSection 3.08.\nAcquisition of Notes by the Company and its Affiliates\n33\n\nArticle 4. Repurchase and Redemption\n34\n\nSection 4.01.\nNo Sinking Fund\n34\n\nSection 4.02.\nRight of Holders to Require the Company to Repurchase Notes Upon a Fundamental\nChange\n34\n\nSection 4.03.\nRight of the Company to Redeem the Notes\n38\n\n \n\n- i -\n\n \n\nArticle 5. The Exchange of Notes\n41\n\nSection 5.01.\nRight to Exchange\n41\n\nSection 5.02.\nExchange Procedures\n46\n\nSection 5.03.\nSettlement Upon Exchange\n47\n\nSection 5.04.\nReserve and Status of Common Stock Issued Upon Exchange\n51\n\nSection 5.05.\nAdjustments to the Exchange Rate\n51\n\nSection 5.06.\nVoluntary Adjustments\n61\n\nSection 5.07.\nAdjustments to the Exchange Rate in Connection with a Make-Whole Fundamental\nChange\n62\n\nSection 5.08.\nTransfer of Notes to Be Exchanged to a Third Party for Settlement\n63\n\nSection 5.09.\nEffect of Common Stock Change Event\n63\n\nSection 5.10.\nDeemed Representation Upon Exchange\n65\n\nArticle 6. Successors\n66\n\nSection 6.01.\nWhen the Company May Merge, Etc.\n66\n\nSection 6.02.\nSuccessor Entity Substituted\n66\n\nSection 6.03.\nExclusion for Asset Transfers with Parent Guarantor or Wholly Owned Subsidiaries\n67\n\nArticle 7. Defaults and Remedies\n67\n\nSection 7.01.\nEvents of Default\n67\n\nSection 7.02.\nAcceleration\n69\n\nSection 7.03.\nSole Remedy for a Failure to Report\n70\n\nSection 7.04.\nOther Remedies\n71\n\nSection 7.05.\nWaiver of Past Defaults\n71\n\nSection 7.06.\nCure of Defaults; Ability to Cure or Waive Before Event of Default Occurs\n71\n\nSection 7.07.\nControl by Majority\n72\n\nSection 7.08.\nLimitation on Suits\n72\n\nSection 7.09.\nAbsolute Right of Holders to Institute Suit for the Enforcement of the Right to\nReceive Payment and Exchange Consideration\n72\n\nSection 7.10.\nCollection Suit by Trustee\n73\n\nSection 7.11.\nTrustee May File Proofs of Claim\n73\n\nSection 7.12.\nPriorities\n73\n\nSection 7.13.\nUndertaking for Costs\n74\n\nArticle 8. Amendments, Supplements and Waivers\n74\n\nSection 8.01.\nWithout the Consent of Holders\n74\n\nSection 8.02.\nWith the Consent of Holders\n75\n\nSection 8.03.\nNotice of Amendments, Supplements and Waivers\n76\n\nSection 8.04.\nRevocation, Effect and Solicitation of Consents; Special Record Dates; Etc.\n76\n\nSection 8.05.\nNotations and Exchanges\n77\n\nSection 8.06.\nTrustee to Execute Supplemental Indentures\n77\n\n \n\n- ii -\n\n \n\nArticle 9. Guarantee\n78\n\nSection 9.01.\nGuarantee\n78\n\nSection 9.02.\nLimitation on Parent Guarantor Liability\n79\n\nSection 9.03.\nExecution and Delivery of Guarantee\n79\n\nSection 9.04.\nWhen the Parent Guarantor May Merge, Etc.\n80\n\nSection 9.05.\nApplication of Certain Provisions to the Parent Guarantor\n81\n\nSection 9.06.\nAutomatic Release of Guarantee\n81\n\nArticle 10. Satisfaction and Discharge\n81\n\nSection 10.01.\nTermination of Company’s Obligations\n81\n\nSection 10.02.\nRepayment to Company\n82\n\nSection 10.03.\nReinstatement\n82\n\nArticle 11. Trustee\n83\n\nSection 11.01.\nDuties of the Trustee\n83\n\nSection 11.02.\nRights of the Trustee\n84\n\nSection 11.03.\nIndividual Rights of the Trustee\n85\n\nSection 11.04.\nTrustee’s Disclaimer\n85\n\nSection 11.05.\nNotice of Defaults\n85\n\nSection 11.06.\nCompensation and Indemnity\n85\n\nSection 11.07.\nReplacement of the Trustee\n86\n\nSection 11.08.\nSuccessor Trustee by Merger, Etc.\n87\n\nSection 11.09.\nEligibility; Disqualification\n88\n\nArticle 12. Miscellaneous\n88\n\nSection 12.01.\nNotices\n88\n\nSection 12.02.\nDelivery of Officer’s Certificate and Opinion of Counsel as to Conditions\nPrecedent\n90\n\nSection 12.03.\nStatements Required in Officer’s Certificate and Opinion of Counsel\n90\n\nSection 12.04.\nRules by the Trustee, the Registrar, the Paying Agent and the Exchange Agent\n91\n\nSection 12.05.\nNo Personal Liability of Directors, Officers, Employees, Partners and\nStockholders\n91\n\nSection 12.06.\nGoverning Law; Waiver of Jury Trial\n91\n\nSection 12.07.\nSubmission to Jurisdiction\n91\n\nSection 12.08.\nNo Adverse Interpretation of Other Agreements\n92\n\nSection 12.09.\nSuccessors\n92\n\nSection 12.10.\nForce Majeure\n92\n\nSection 12.11.\nU.S.A. PATRIOT Act\n92\n\nSection 12.12.\nCalculations\n92\n\nSection 12.13.\nSeverability\n93\n\nSection 12.14.\nCounterparts\n93\n\nSection 12.15.\nTable of Contents, Headings, Etc.\n93\n\nSection 12.16.\nWithholding Taxes\n93\n\n \n\n- iii -\n\n \n\nExhibits\n\n \n\nExhibit A: Form of Note\nA-1\n\n \n \n\nExhibit B-1: Form of Restricted Note Legend\nB1-1\n\n \n \n\nExhibit B-2: Form of Global Note Legend\nB2-1\n\n \n \n\nExhibit B-3: Form of Non-Affiliate Legend\nB3-1\n\n \n\n- iv -\n\n \n\n**INDENTURE**, dated as of June 15, 2026, among Kimco Realty OP, LLC,\na Delaware limited liability company, as issuer (the “**Company**”), Kimco Realty Corporation, a Maryland corporation, as parent guarantor (the “**Parent Guarantor**”), and U.S. Bank Trust Company, National Association, as trustee (the “**Trustee**”).\n\n \n\nEach party to this Indenture (as defined below) agrees as follows for\nthe benefit of the other parties and for the equal and ratable benefit of the Holders (as defined below) of the Company’s 3.50% Exchangeable Senior Notes due 2031 (the “**Notes**”).\n\n \n\nArticle 1. Definitions; Rules of Construction\n\n \n\nSection 1.01. Definitions.\n\n \n\n“**Additional Interest**” means any interest that accrues on any Note\npursuant to **Section 3.04**.\n\n \n\n“**Affiliate**” has the meaning set forth in Rule 144 as in effect on\nthe Issue Date.\n\n \n\n“**Authorized Denomination**” means, with respect to a Note, a\nprincipal amount thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof.\n\n \n\n“**Bankruptcy Law**” means Title 11, United States Code, or any\nsimilar U.S. federal or state or non-U.S. law for the relief of debtors.\n\n \n\n“**Bid Solicitation Agent**” means the Person who is required to\nobtain bids for the Trading Price in accordance with **Section 5.01(C)(i)(2)** and the definition of “Trading Price.” The initial Bid Solicitation Agent on the Issue Date will be the Company; *provided*, *however*, that the Company\nmay appoint any other Person (including any of the Company’s Subsidiaries) to be the Bid Solicitation Agent at any time after the Issue Date without prior notice.\n\n \n\n“**Board of Directors**” means the board of directors (or, in the\ncase of a non-corporate entity, the equivalent governing body) of the Company or the Parent Guarantor, as the context requires, or a committee of such board (or governing body) duly authorized to act on behalf of such board.\n\n \n\n“**Business Day**” means any day other than a Saturday, a Sunday or\nany day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.\n\n \n\n“**Capital Stock**” of any Person means any and all shares of,\ninterests in, rights to purchase, warrants or options for, participations in, or other equivalents of, in each case however designated, the equity of such Person, but excluding any debt securities convertible into, or exchangeable for, such equity.\n\n \n\n“**Close of Business**” means 5:00 p.m., New York City time.\n\n \n\n“**Common Stock**” means the common stock, $0.01 par value per share,\nof the Parent Guarantor, subject to **Section 5.09**.\n\n \n\n- 1 -\n\n \n\n“**Company**” means the Person named as such in the first paragraph\nof this Indenture and, subject to **Article 6**, its successors and assigns.\n\n \n\n“**Company Order**” means a written request or order signed on behalf\nof the Company by one (1) of its Officers and delivered to the Trustee.\n\n \n\n“**Daily Cash Amount**” means, with respect to any VWAP Trading Day,\nthe lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Exchange Value for such VWAP Trading Day.\n\n \n\n“**Daily Exchange Value**” means, with respect to any VWAP Trading\nDay, one-twenty fifth (1/25th) of the product of (A) the Exchange Rate on such VWAP Trading Day; and (B) the Daily VWAP per share of Common Stock on such VWAP Trading Day.\n\n \n\n“**Daily Maximum Cash Amount**” means, with respect to the Exchange\nof any Note, the quotient obtained by dividing (A) the Specified Dollar Amount applicable to such Exchange by (B) twenty five (25).\n\n \n\n“**Daily Share Amount**” means, with respect to any VWAP Trading Day,\nthe quotient obtained by dividing (A) the excess, if any, of the Daily Exchange Value for such VWAP Trading Day over the applicable Daily Maximum Cash Amount by (B) the Daily VWAP for such VWAP Trading Day. For the avoidance of doubt, the Daily Share\nAmount will be zero for such VWAP Trading Day if such Daily Exchange Value does not exceed such Daily Maximum Cash Amount.\n\n \n\n“**Daily VWAP**” means, for any VWAP Trading Day, the per share\nvolume-weighted average price of the Common Stock as displayed under the heading “Bloomberg VWAP” on Bloomberg page “KIM <EQUITY> AQR” (or, if such page is not available, its equivalent successor page) in respect of the period from the\nscheduled open of trading until the scheduled close of trading of the primary trading session on such VWAP Trading Day (or, if such volume-weighted average price is unavailable, the market value of one share of Common Stock on such VWAP Trading Day,\ndetermined, using a volume-weighted average price method, by a nationally recognized independent investment banking firm selected by the Company, which may be any of the Initial Purchasers). The Daily VWAP will be determined without regard to\nafter-hours trading or any other trading outside of the regular trading session.\n\n \n\n“**Default**” means any event that is (or, after notice, passage of\ntime or both, would be) an Event of Default.\n\n \n\n“**Default Settlement Method**” means Combination Settlement with a\nSpecified Dollar Amount of $1,000 per $1,000 principal amount of Notes; *provided*, *however*, that (x) subject to **Section 5.03(A)(iii)**, the Company may, from time to time, change the Default Settlement Method, to any Settlement\nMethod that the Company is then permitted to elect, by sending notice of the new Default Settlement Method to the Holders, the Trustee and the Exchange Agent; and (y) the Default Settlement Method will be subject to **Section 5.03(A)(ii)**.\n\n \n\n- 2 -\n\n \n\n“**Depositary**” means The Depository Trust Company or its successor.\n\n \n\n“**Depositary Participant**” means any member of, or participant in,\nthe Depositary.\n\n \n\n“**Depositary Procedures**” means, with respect to any Exchange,\ntransfer, exchange or other transaction involving a Global Note or any beneficial interest therein, the rules and procedures of the Depositary applicable to such Exchange, transfer, exchange or transaction.\n\n \n\n“**Ex-Dividend Date**” means, with respect to an issuance, dividend\nor distribution on the Common Stock, the first date on which shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such issuance, dividend or distribution (including pursuant to\ndue bills or similar arrangements required by the relevant stock exchange). For the avoidance of doubt, any alternative trading convention on the applicable exchange or market in respect of the Common Stock under a separate ticker symbol or CUSIP\nnumber will not be considered “regular way” for this purpose.\n\n \n\n“**Exchange**” means, with respect to any Note, the exchange of such\nnote pursuant to **Article 5** into Exchange Consideration. The terms “Exchanged,” “Exchanging,” “Exchangeable” and similar capitalized terms have meanings correlative to the foregoing.\n\n \n\n“**Exchange Act**” means the U.S. Securities Exchange Act of 1934, as\namended.\n\n \n\n“**Exchange Date**” means, with respect to a Note, the first Business\nDay on which the requirements set forth in **Section 5.02(A)**to Exchange such Note are satisfied.\n\n \n\n“**Exchange Price**” means, as of any time, an amount equal to (A)\none thousand dollars ($1,000) *divided by* (B) the Exchange Rate in effect at such time.\n\n \n\n“**Exchange Rate**” initially means 30.9028 shares of Common Stock\nper $1,000 principal amount of Notes; *provided*, *however*, that the Exchange Rate is subject to adjustment pursuant to **Article 5**; *provided*, *further*, that whenever this Indenture refers to the Exchange Rate as of\na particular date without setting forth a particular time on such date, such reference will be deemed to be to the Exchange Rate immediately after the Close of Business on such date.\n\n \n\n“**Exchange Share**” means any share of Common Stock issued or\nissuable upon Exchange of any Note.\n\n \n\n“**Exempted Fundamental Change**” means any Fundamental Change with\nrespect to which, in accordance with **Section 4.02(I)**, the Company does not offer to repurchase any Notes.\n\n \n\n“**Fundamental Change**” means any of the following events:\n\n \n\n(A)          a “person” or “group” (within the meaning of Section\n13(d)(3) of the Exchange Act), other than the Company, the Parent Guarantor or their respective Wholly Owned Subsidiaries, or their respective employee benefit plans, files any report with the SEC indicating that such person or group has become the\ndirect or indirect “beneficial owner” (as defined below) of shares of the Common Stock representing more than fifty percent (50%) of the voting power of all of the Common Stock;\n\n \n\n- 3 -\n\n \n\n(B)           the consummation of (i) any sale, lease or other transfer,\nin one transaction or a series of transactions, of all or substantially all of the assets of the Parent Guarantor and its Subsidiaries, taken as a whole, to any Person, other than solely to the Company or one or more of the Company’s or the Parent\nGuarantor’s respective Wholly Owned Subsidiaries; or (ii) any transaction or series of related transactions in connection with which (whether by means of merger, consolidation, share exchange, combination, reclassification, recapitalization,\nacquisition, liquidation or otherwise) all of the Common Stock is exchanged for, converted into, acquired for, or constitutes solely the right to receive, other securities, cash or other property; *provided*, *however*, that any merger,\nconsolidation, share exchange or combination of the Parent Guarantor pursuant to which the Persons that directly or indirectly “beneficially owned” (as defined below) all classes of the Parent Guarantor’s common equity immediately before such\ntransaction directly or indirectly “beneficially own,” immediately after such transaction, more than fifty percent (50%) of all classes of common equity of the surviving, continuing or acquiring company or other transferee, as applicable, or the\nparent thereof, in substantially the same proportions vis-à-vis each other as immediately before such transaction will be deemed not to be a Fundamental Change pursuant to this **clause (B)**;\n\n \n\n(C)           the Company’s members or partners or the Parent\nGuarantor’s stockholders approve any plan or proposal for the liquidation or dissolution of the Company or the Parent Guarantor; or\n\n \n\n(D)          the Common Stock ceases to be listed on any of the New York\nStock Exchange, the Nasdaq Global Market or the Nasdaq Global Select Market (or any of their respective successors);\n\n \n\n*provided*, *however*, that a transaction or event described in **clause (A)**\nor **(B)** above will not constitute a Fundamental Change if at least ninety percent (90%) of the consideration received or to be received by the holders of Common Stock (excluding cash payments for fractional shares or pursuant to dissenters\nrights), in connection with such transaction or event, consists of shares of common stock or other corporate common equity interests listed (or depositary receipts representing shares of common stock or other corporate common equity interests, which\ndepositary receipts are listed) on any of the New York Stock Exchange, the Nasdaq Global Market or the Nasdaq Global Select Market (or any of their respective successors), or that will be so listed when issued or exchanged in connection with such\ntransaction or event, and such transaction or event constitutes a Common Stock Change Event whose Reference Property consists of such consideration.\n\n \n\nFor the purposes of this definition, (x) any transaction or event\ndescribed in both **clause (A)** and in **clause (B)(i)** or **(ii)** above (without regard to the proviso in **clause (B)**) will be deemed to occur solely pursuant to **clause (B)** above (subject to such proviso); and (y)\nwhether a Person is a “**beneficial owner**,” whether shares are “**beneficially owned**,” and percentage beneficial ownership, will be determined in accordance with Rule 13d-3 under the Exchange Act.\n\n \n\n- 4 -\n\n \n\n“**Fundamental Change Repurchase Date**” means the date fixed for the\nrepurchase of any Notes by the Company pursuant to a Repurchase Upon Fundamental Change.\n\n \n\n“**Fundamental Change Repurchase Notice**” means a notice (including\na notice substantially in the form of the “Fundamental Change Repurchase Notice” set forth in **Exhibit A**) containing the information, or otherwise complying with the requirements, set forth in **Section 4.02(F)(i)** and **Section\n4.02(F)(ii)**.\n\n \n\n“**Fundamental Change Repurchase Price**” means the cash price\npayable by the Company to repurchase any Note upon its Repurchase Upon Fundamental Change, calculated pursuant to **Section 4.02(D)**.\n\n \n\n“**Global Note**” means a Note that is represented by a certificate\nsubstantially in the form set forth in **Exhibit A**, registered in the name of the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee, and deposited with the Trustee, as custodian for the Depositary.\n\n \n\n“**Global Note Legend**” means a legend substantially in the form set\nforth in **Exhibit B-2**.\n\n \n\n“**Guarantee**” means the guarantee by the Parent Guarantor of the\nCompany’s obligations under this Indenture and the Notes pursuant to **Article 9**.\n\n \n\n“**Holder**” means a person in whose name a Note is registered on the\nRegistrar’s books.\n\n \n\n“**Indenture**” means this Indenture, as amended or supplemented from\ntime to time.\n\n \n\n“**Initial Purchasers**” means the several initial purchasers listed\nin Schedule 1 to the Purchase Agreement.\n\n \n\n“**Interest Payment Date**” means, with respect to a Note, each June\n15 and December 15 of each year, commencing on December 15, 2026 (or commencing on such other date specified in the certificate representing such Note). For the avoidance of doubt, the Maturity Date is an Interest Payment Date.\n\n \n\n“**Issue Date**” means June 15, 2026.\n\n \n\n“**Last Reported Sale Price**” of the Common Stock for any Trading\nDay means the closing sale price per share (or, if no closing sale price is reported, the average of the last bid price and the last ask price per share or, if more than one in either case, the average of the average last bid prices and the average\nlast ask prices per share) of Common Stock on such Trading Day as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is then listed. If the Common Stock is not listed on a U.S.\nnational or regional securities exchange on such Trading Day, then the Last Reported Sale Price will be the last quoted bid price per share of Common Stock on such Trading Day in the over-the-counter market as reported by OTC Markets Group Inc. or a\nsimilar organization. If the Common Stock is not so quoted on such Trading Day, then the Last Reported Sale Price will be the average of the mid-point of the last bid price and the last ask price per share of Common Stock on such Trading Day from a\nnationally recognized independent investment banking firm selected by the Company, which may be any of the Initial Purchasers. Neither the Trustee nor the Exchange Agent will have any duty to determine the Last Reported Sale Price.\n\n \n\n- 5 -\n\n \n\n“**Liquidity Conditions**” means, with respect to the Redemption of\nany Notes, that, as of the Redemption Notice Date for such Redemption, (A) no event has occurred and is continuing that would result in the accrual of Additional Interest on such Notes; (B) (if such Notes have the benefit of a Registration Rights\nAgreement) the “Issuers” (as defined in such Registration Rights Agreement) are not in breach of any of their respective obligations under such Registration Rights Agreement; and (C) the Resale Registration Statement for such Notes is (and is\nreasonably expected to continue to be through at least the thirtieth (30th) calendar day after the Redemption Date for such Redemption) effective under the Securities Act and available for use as contemplated by such Registration Rights Agreement; *provided*,\n*however*, that the Liquidity Conditions will be deemed to be satisfied with respect to such Redemption if, in accordance with **Section 5.03(A)(i)(3)**, the Company has elected to settle all Exchanges of Notes with an Exchange Date that\noccurs on or after such Redemption Notice Date and on or before the second (2nd) Business Day immediately before such Redemption Date by Cash Settlement.\n\n \n\n“**Make-Whole Fundamental Change**” means (A) a Fundamental Change\n(determined after giving effect to the proviso immediately after **clause (D)** of the definition thereof, but without regard to the proviso to **clause (B)(ii)** of such definition); or (B) the sending of a Redemption Notice pursuant to **Section\n\n4.03(H)**; *provided*, *however*, that, subject to **Section 4.03(K)**, the sending of a Redemption Notice will constitute a Make-Whole Fundamental Change only with respect to the Notes called for Redemption pursuant to such\nRedemption Notice and not with respect to any other Notes.\n\n \n\n“**Make-Whole Fundamental Change Effective Date**” means (A) with\nrespect to a Make-Whole Fundamental Change pursuant to **clause (A)**of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant\nto **clause (B)** of the definition thereof, the applicable Redemption Notice Date.\n\n \n\n“**Make-Whole Fundamental Change Exchange Period**” has the following\nmeaning:\n\n \n\n(A)          in the case of a Make-Whole Fundamental Change pursuant to\n**clause (A)** of the definition thereof, the period from, and including, the Make-Whole Fundamental Change Effective Date of such Make-Whole Fundamental Change to, and including, the thirty fifth (35th) Trading Day after such Make-Whole\nFundamental Change Effective Date (or, if such Make-Whole Fundamental Change also constitutes a Fundamental Change (other than an Exempted Fundamental Change), to, but excluding, the related Fundamental Change Repurchase Date); and\n\n \n\n(B)           in the case of a Make-Whole Fundamental Change pursuant to\n**clause (B)** of the definition thereof, the period from, and including, the Redemption Notice Date for the related Redemption to, and including, the second (2nd) Business Day immediately before the related Redemption Date;\n\n \n\n- 6 -\n\n \n\n*provided*, *however*, that if the Exchange Date for the Exchange of a Note that\nhas been called for Redemption occurs during the Make-Whole Fundamental Change Exchange Period for both a Make-Whole Fundamental Change occurring pursuant to **clause (A)** of the definition of “Make-Whole Fundamental Change” and a Make-Whole\nFundamental Change resulting from such Redemption pursuant to **clause (B)** of such definition, then, notwithstanding anything to the contrary in **Section 5.07**, solely for purposes of such Exchange, (x) such Exchange Date will be deemed\nto occur solely during the Make-Whole Fundamental Change Exchange Period for the Make-Whole Fundamental Change with the earlier Make-Whole Fundamental Change Effective Date; and (y) the Make-Whole Fundamental Change with the later Make-Whole\nFundamental Change Effective Date will be deemed not to have occurred.\n\n \n\n“**Market Disruption Event**” means, with respect to any date, the\noccurrence or existence, during the one-half hour period ending at the scheduled close of trading on such date on the principal U.S. national or regional securities exchange or other market on which the Common Stock is listed for trading or trades,\nof any material suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common\nStock.\n\n \n\n“**Maturity Date**” means June 15, 2031.\n\n \n\n“**Non-Affiliate Legend**” means a legend substantially in the form\nset forth in **Exhibit B-3**.\n\n \n\n“**Non-Recourse Indebtedness**” means indebtedness the documentation\nwith respect to which expressly provides that (A) the lender(s) thereunder (and any agent for such lender(s)) may not seek a money judgment against the Person issuing such indebtedness or (B) recourse for payment in respect of such indebtedness is\nlimited to those assets or Capital Stock of the Person issuing such indebtedness that secures such indebtedness (except in the case of customary indemnities or customary potential recourse carve-outs contained in such documentation, *provided*,\n*however*, that, if a claim is made in connection with such indemnities or potential recourse carve-outs, then such claim will not constitute Non-Recourse Indebtedness); *provided*, *further*, that any indebtedness that would\notherwise not constitute Non-Recourse Indebtedness will nonetheless constitute Non-Recourse Indebtedness if and to the extent such indebtedness is not recourse (either contractually or by operation of law) to the Parent Guarantor (except in the case\nof customary indemnities or customary potential recourse carve-outs contained in the applicable documentation, *provided*that, if a claim is made in connection with such indemnities or potential recourse carve-outs, then such claim will not\nconstitute Non-Recourse Indebtedness).\n\n \n\n“**Note Agent**” means any Registrar, Paying Agent or Exchange Agent.\n\n \n\n“**Notes**” means the 3.50% Exchangeable Senior Notes due 2031 issued\nby the Company pursuant to this Indenture.\n\n \n\n- 7 -\n\n \n\n“**Notice and Questionnaire**” has the meaning set forth in the\napplicable Registration Rights Agreement (subject to any limitations set forth in such Registration Rights Agreement that apply to the application of such definition for purposes of this Indenture).\n\n \n\n“**Notice Holder**” has the meaning set forth in the applicable\nRegistration Rights Agreement.\n\n \n\n“**Observation Period**” means, with respect to any Note to be\nExchanged, (A) subject to **clause (B)** below, if the Exchange Date for such Note occurs before March 17, 2031, the twenty five (25) consecutive VWAP Trading Days beginning on, and including, the second (2nd) VWAP Trading Day immediately after\nsuch Exchange Date; (B) if such Exchange Date occurs on or after the date the Company has sent a Redemption Notice calling all or any Notes for Redemption pursuant to **Section 4.03(H)** and on or before the second (2nd) Business Day before the\nrelated Redemption Date, the twenty five (25) consecutive VWAP Trading Days beginning on, and including, the twenty sixth (26th) Scheduled Trading Day immediately before such Redemption Date; and (C) subject to **clause (B)** above, if such\nExchange Date occurs on or after March 17, 2031, the twenty five (25) consecutive VWAP Trading Days beginning on, and including, the twenty sixth (26th) Scheduled Trading Day immediately before the Maturity Date.\n\n \n\n“**Officer**” means the Chairman of the Board of Directors, the Chief\nExecutive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of the Company.\n\n \n\n“**Officer’s Certificate**” means a certificate that is signed on\nbehalf of the Company by one (1) of its Officers and that meets the requirements of **Section 12.03**.\n\n \n\n“**Open of Business**” means 9:00 a.m., New York City time.\n\n \n\n“**Opinion of Counsel**” means an opinion, from legal counsel\n(including an employee of, or counsel to, the Company or any of its Subsidiaries) reasonably acceptable to the Trustee, that meets the requirements of **Section 12.03**, subject to customary qualifications and exclusions.\n\n \n\n“**Ownership Limit**” has the meaning set forth in the Parent\nGuarantor Charter.\n\n \n\n“**Parent Guarantor**” means the Person named as such in the first\nparagraph of this Indenture and, subject to **Section 9.04**, the successors and assigns of such Person.\n\n \n\n“**Parent Guarantor Charter**” means the charter of the Parent\nGuarantor as the same may be amended, restated or supplemented from time to time.\n\n \n\n“**Person**” or “**person**” means any individual, corporation,\npartnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof. Any division or series of a limited liability company, limited\npartnership or trust will constitute a separate “person” under this Indenture.\n\n \n\n- 8 -\n\n \n\n“**Physical Note**” means a Note (other than a Global Note) that is\nrepresented by a certificate substantially in the form set forth in **Exhibit A**, registered in the name of the Holder of such Note and duly executed by the Company and authenticated by the Trustee.\n\n \n\n“**Provisional Redemption**” means the repurchase of any Note by the\nCompany pursuant to **Section 4.03(B)**.\n\n \n\n“**Purchase Agreement**” means that certain Purchase Agreement, dated\nJune 10, 2026, among the Company, the Parent Guarantor and the representatives of the Initial Purchasers.\n\n \n\n“**Qualified Successor Entity**” means, with respect to a Parent\nGuarantor Business Combination Event, a corporation; *provided*, *however*, that a limited liability company, limited partnership or other similar entity will also constitute a Qualified Successor Entity with respect to such Parent\nGuarantor Business Combination Event if either (A) such Parent Guarantor Business Combination Event is an Exempted Fundamental Change; (B) such Parent Guarantor Business Combination Event constitutes a Common Stock Change Event whose Reference\nProperty consists solely of any combination of cash in U.S. dollars and shares of common stock or other corporate common equity interests of an entity that is (x) treated as a corporation for U.S. federal income tax purposes; (y) duly organized and\nexisting under the laws of the United States of America, any State thereof or the District of Columbia; and (z) the direct or indirect parent of such limited liability company, limited partnership or other similar entity; or (C) both of the following\nconditions are satisfied: (i) such Parent Guarantor Business Combination Event does not constitute a Common Stock Change Event; and (ii) the Parent Guarantor (x) is not released from its obligations under its Guarantee following such Parent Guarantor\nBusiness Combination Event; and (y) is the direct or indirect parent of such limited liability company, limited partnership or other similar entity.\n\n \n\n“**Redemption**” means a Provisional Redemption or a REIT\nPreservation Redemption.\n\n \n\n“**Redemption Date**” means the date fixed, pursuant to **Section\n4.03(F)**, for the settlement of the repurchase of any Notes by the Company pursuant to a Redemption.\n\n \n\n“**Redemption Notice Date**” means, with respect to a Redemption, the\ndate on which the Company sends the Redemption Notice for such Redemption pursuant to **Section 4.03(H)**.\n\n \n\n“**Redemption Price**” means the cash price payable by the Company to\nredeem any Note upon its Redemption, calculated pursuant to **Section 4.03(G)**.\n\n \n\n“**Registration Default Event**” has the meaning set forth in the\napplicable Registration Rights Agreement (subject to any limitations set forth in such Registration Rights Agreement that apply to the application of such definition for purposes of this Indenture). For the avoidance of doubt, no Registration Default\nEvent will be deemed to occur with respect to any Notes issued pursuant to **Section 2.03(B)** and with respect to which no Registration Rights Agreement has been executed and delivered.\n\n \n\n- 9 -\n\n \n\n“**Registration Rights Agreement**” means (A) with respect to any\nNotes issued pursuant to the Purchase Agreement (including any Notes issued pursuant to the exercise of the Shoe Option by the Initial Purchasers), and any Notes issued in exchange therefor or in substitution thereof, that certain Registration Rights\nAgreement, dated as of June 15, 2026, among the Company, the Parent Guarantor and the representatives of the Initial Purchasers, as the same may be amended or supplemented from time to time; and (B) with respect to any Notes issued pursuant to **Section\n\n2.03(B)**, and any Notes issued in exchange therefor or in substitution thereof, the registration rights agreement, if any, executed and delivered by the Company relating to such Notes.\n\n \n\n“**Regular Record Date**” has the following meaning with respect to\nan Interest Payment Date: (A) if such Interest Payment Date occurs on June 15, the immediately preceding June 1; and (B) if such Interest Payment Date occurs on December 15, the immediately preceding December 1.\n\n \n\n“**REIT Preservation Redemption**” means the repurchase of any Note\nby the Company pursuant to **Section 4.03(C)**.\n\n \n\n“**Repurchase Upon Fundamental Change**” means the repurchase of any\nNote by the Company pursuant to **Section 4.02**.\n\n \n\n“**Resale Registration Statement**” has the meaning set forth in the\napplicable Registration Rights Agreement.\n\n \n\n“**Responsible Officer**” means (A) any officer within the corporate\ntrust group of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of such officers; and (B) with respect to a particular corporate trust matter\nrelating to this Indenture, any other officer to whom such matter is referred because of his or her knowledge of, and familiarity with, the particular subject, and who, in each case, has direct responsibility for the administration of this Indenture.\n\n \n\n“**Restricted Note Legend**” means a legend substantially in the form\nset forth in **Exhibit B-1**.\n\n \n\n“**Restricted Stock Legend**” means, with respect to any Exchange\nShare, a legend substantially to the effect that the offer and sale of such Exchange Share have not been registered under the Securities Act and that such Exchange Share cannot be sold or otherwise transferred except pursuant to a transaction that is\nregistered under the Securities Act or that is exempt from, or not subject to, the registration requirements of the Securities Act.\n\n \n\n“**Rule 144**” means Rule 144 under the Securities Act (or any\nsuccessor rule thereto), as the same may be amended from time to time.\n\n \n\n“**Rule 144A**” means Rule 144A under the Securities Act (or any\nsuccessor rule thereto), as the same may be amended from time to time.\n\n \n\n- 10 -\n\n \n\n“**Rule 501**” means Rule 501 of Regulation D under the Securities\nAct (or any successor rule thereto), as the same may be amended from time to time.\n\n \n\n“**Scheduled Trading Day**” means any day that is scheduled to be a\nTrading Day on the principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which\nthe Common Stock is then traded. If the Common Stock is not so listed or traded, then “Scheduled Trading Day” means a Business Day.\n\n \n\n“**SEC**” means the U.S. Securities and Exchange Commission.\n\n \n\n“**Securities Act**” means the U.S. Securities Act of 1933, as\namended.\n\n \n\n“**Security**” means any Note or Exchange Share.\n\n \n\n“**Settlement Method**” means Cash Settlement or Combination\nSettlement.\n\n \n\n“**Shoe Option**” means the Initial Purchasers’ option to purchase up\nto seventy five million dollars ($75,000,000) aggregate principal amount of additional Notes as provided for in the Purchase Agreement.\n\n \n\n“**Significant Subsidiary**” means, with respect to any Person, any\nSubsidiary of such Person that constitutes a “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X under the Exchange Act) of such Person; *provided*, *however*, that, if a Subsidiary meets the criteria of clause\n(1)(iii), but not clause (1)(i) or (1)(ii), of the definition of “significant subsidiary” in Rule 1-02(w) (or, if applicable, the respective successor clauses to the aforementioned clauses), then such Subsidiary will be deemed not to be a Significant\nSubsidiary unless such Subsidiary’s income from continuing operations before income taxes, exclusive of amounts attributable to any non-controlling interests, for the last completed fiscal year before the date of determination exceeds one hundred\ntwenty five million dollars ($125,000,000).\n\n \n\n“**Special Interest**” means any interest that accrues on any Note\npursuant to **Section 7.03**.\n\n \n\n“**Specified Dollar Amount**” means, with respect to the Exchange of\na Note to which Combination Settlement applies, the maximum cash amount per $1,000 principal amount of such Note deliverable upon such Exchange (excluding cash in lieu of any fractional share of Common Stock); *provided*, *however*, that\nin no event will the Specified Dollar Amount be less than $1,000 per $1,000 principal amount of such Note.\n\n \n\n“**Stock Price**” has the following meaning for any Make-Whole\nFundamental Change: (A) if the holders of Common Stock receive only cash in consideration for their shares of Common Stock in such Make-Whole Fundamental Change and such Make-Whole Fundamental Change is pursuant to **clause (B)** of the\ndefinition of “Fundamental Change,” then the Stock Price is the amount of cash paid per share of Common Stock in such Make-Whole Fundamental Change; and (B) in all other cases, the Stock Price is the average of the Last Reported Sale Prices per share\nof Common Stock for the five (5) consecutive Trading Days ending on, and including, the Trading Day immediately before the Make-Whole Fundamental Change Effective Date of such Make-Whole Fundamental Change.\n\n \n\n- 11 -\n\n \n\n“**Subsidiary**” means, with respect to any Person, (A) any\ncorporation, association or other business entity (other than a partnership or limited liability company) of which more than fifty percent (50%) of the total voting power of the Capital Stock entitled (without regard to the occurrence of any\ncontingency, but after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees, as applicable, of such corporation, association or other\nbusiness entity is owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person; and (B) any partnership or limited liability company where (i) more than fifty percent (50%) of the capital\naccounts, distribution rights, equity and voting interests, or of the general and limited partnership interests, as applicable, of such partnership or limited liability company are owned or controlled, directly or indirectly, by such Person or one or\nmore of the other Subsidiaries of such Person, whether in the form of membership, general, special or limited partnership or limited liability company interests or otherwise; and (ii) such Person or any one or more of the other Subsidiaries of such\nPerson is a controlling general partner of, or otherwise controls, such partnership or limited liability company.\n\n \n\n“**Trading Day**” means any day on which (A) trading in the Common\nStock generally occurs on the principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other\nmarket on which the Common Stock is then traded; and (B) there is no Market Disruption Event. If the Common Stock is not so listed or traded, then “Trading Day” means a Business Day.\n\n \n\n“**Trading Price**” of the Notes on any Trading Day means the average\nof the secondary market bid quotations, expressed as a cash amount per $1,000 principal amount of Notes, obtained by the Bid Solicitation Agent for one million dollars ($1,000,000) (or such lesser amount as may then be outstanding) in principal\namount of Notes at approximately 3:30 p.m., New York City time, on such Trading Day from three (3) nationally recognized independent securities dealers selected by the Company, which may include any of the Initial Purchasers; *provided*, *however*,\nthat, if three (3) such bids cannot reasonably be obtained by the Bid Solicitation Agent but two (2) such bids are obtained, then the average of the two (2) bids will be used, and if only one (1) such bid can reasonably be obtained by the Bid\nSolicitation Agent, then that one (1) bid will be used. If, on any Trading Day, (A) the Bid Solicitation Agent cannot reasonably obtain at least one (1) bid for one million dollars ($1,000,000) (or such lesser amount as may then be outstanding) in\nprincipal amount of Notes from a nationally recognized independent securities dealer; (B) the Company is not acting as the Bid Solicitation Agent and the Company fails to instruct the Bid Solicitation Agent to obtain bids when required; or (C) the\nBid Solicitation Agent fails to solicit bids when required, then, in each case, the Trading Price per $1,000 principal amount of Notes on such Trading Day will be deemed to be less than ninety eight percent (98%) of the product of the Last Reported\nSale Price per share of Common Stock on such Trading Day and the Exchange Rate on such Trading Day.\n\n \n\n- 12 -\n\n \n\n“**Transfer-Restricted Security**” means any Security that\nconstitutes a “restricted security” (as defined in Rule 144); *provided*, *however*, that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following events:\n\n \n\n(A)          such Security is sold or otherwise transferred to a Person\n(other than the Company or an Affiliate of the Company) pursuant to a registration statement that was effective under the Securities Act at the time of such sale or transfer;\n\n \n\n(B)          such Security is sold or otherwise transferred to a Person\n(other than the Company or an Affiliate of the Company) pursuant to an available exemption (including Rule 144) from the registration and prospectus-delivery requirements of, or in a transaction not subject to, the Securities Act and, immediately\nafter such sale or transfer, such Security ceases to constitute a “restricted security” (as defined in Rule 144); and\n\n \n\n(C)          such Security is eligible for resale, by a Person that is\nnot an Affiliate of the Company and that has not been an Affiliate of the Company during the immediately preceding three (3) months, pursuant to Rule 144 without any limitations thereunder as to volume, manner of sale, availability of current public\ninformation or notice.\n\n \n\nThe Trustee is under no obligation to determine whether any Security is\na Transfer-Restricted Security and may conclusively rely on an Officer’s Certificate with respect thereto.\n\n \n\n“**Trust Indenture Act**” means the U.S. Trust Indenture Act of 1939,\nas amended.\n\n \n\n“**Trustee**” means the Person named as such in the first paragraph\nof this Indenture until a successor replaces it in accordance with the provisions of this Indenture and, thereafter, means such successor.\n\n \n\n“**Underlying Security**” initially means the Common Stock; *provided*,\n*however*, that upon the occurrence of any Common Stock Change Event, the Underlying Security will be deemed to consists of the securities, if any, included in the Reference Property of such Common Stock Change Event.\n\n \n\n“**VWAP Market Disruption Event**” means, with respect to any date,\n(A) the failure by the principal U.S. national or regional securities exchange on which the Common Stock is then listed, or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, the principal other market on\nwhich the Common Stock is then traded, to open for trading during its regular trading session on such date; or (B) the occurrence or existence, for more than one half hour period in the aggregate, of any suspension or limitation imposed on trading\n(by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock, and such suspension or limitation occurs or exists\nat any time before 1:00 p.m., New York City time, on such date.\n\n \n\n- 13 -\n\n \n\n“**VWAP Trading Day**” means a day on which (A) there is no VWAP\nMarket Disruption Event; and (B) trading in the Common Stock generally occurs on the principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or\nregional securities exchange, on the principal other market on which the Common Stock is then traded. If the Common Stock is not so listed or traded, then “VWAP Trading Day” means a Business Day.\n\n \n\n“**Wholly Owned Subsidiary**” of a Person means any Subsidiary of\nsuch Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) are owned by such Person or one or more Wholly Owned Subsidiaries of such Person.\n\n \n\nSection 1.02. Other Definitions.\n\n \n\nTerm\n \nDefined in\n\nSection\n\n“**Additional Shares**”\n \n**5.07(A)**\n\n“**Cash Settlement**”\n \n**5.03(A)**\n\n“**Combination Settlement**”\n \n**5.03(A)**\n\n“**Common Stock Change Event**”\n \n**5.09(A)**\n\n“**Company Business Combination Event**”\n \n**6.01(A)**\n\n“**Company Successor Entity**”\n \n**6.01(A)(i)**\n\n“**Default Interest**”\n \n**2.05(B)**\n\n“**Defaulted Amount**”\n \n**2.05(B)**\n\n“**Dividend Threshold**”\n \n**5.05(A)(iv)**\n\n“**Event of Default**”\n \n**7.01(A)**\n\n“**Exchange Agent**”\n \n**2.06(A)**\n\n“**Exchange Consideration**”\n \n**5.03(B)**\n\n“**Expiration Date**”\n \n**5.05(A)(v)**\n\n“**Expiration Time**”\n \n**5.05(A)(v)**\n\n“**Fundamental Change Notice**”\n \n**4.02(E)**\n\n“**Fundamental Change Repurchase Right**”\n \n**4.02(A)**\n\n“**Guaranteed Obligations**”\n \n**9.01(A)**\n\n“**Initial Notes**”\n \n**2.03(A)**\n\n“**Maturity Premium**”\n \n**3.05(A)**\n\n“**Measurement Period**”\n \n**5.01(C)(i)(2)**\n\n“**Parent Guarantor Business Combination Event**”\n \n**9.04(A)**\n\n“**Parent Guarantor Successor Entity**”\n \n**9.04(A)(i)**\n\n“**Paying Agent**”\n \n**2.06(A)**\n\n“**Redemption Notice**”\n \n**4.03(H)**\n\n“**Reference Property**”\n \n**5.09(A)**\n\n“**Reference Property Unit**”\n \n**5.09(A)**\n\n“**Register**”\n \n**2.06(B)**\n\n“**Registrar**”\n \n**2.06(A)**\n\n“**Reporting Event of Default**”\n \n**7.03(A)**\n\n“**Specified Courts**”\n \n**12.07**\n\n“**Spin-Off**”\n \n**5.05(A)(iii)(2)**\n\n“**Spin-Off Valuation Period**”\n \n**5.05(A)(iii)(2)**\n\n“**Stated Interest**”\n \n**2.05(A)**\n\n“**Successor Person**”\n \n**5.09(A)**\n\n“**Tender/Exchange Offer Valuation Period**”\n \n**5.05(A)(v)**\n\n“**Trading Price Condition**”\n \n**5.01(C)(i)(2)**\n\n \n\n- 14 -\n\n \n\nSection 1.03. Rules of Construction.\n\n \n\nFor purposes of this Indenture:\n\n \n\n(A)          “or” is not exclusive;\n\n \n\n(B)           “including” means “including without limitation”;\n\n \n\n(C)           “will” expresses a command;\n\n \n\n(D)           the “average” of a set of numerical values refers to the\narithmetic average of such numerical values;\n\n \n\n(E)           a merger involving, or a transfer of assets by, a limited\nliability company, limited partnership or trust will be deemed to include any division of or by, or an allocation of assets to a series of, such limited liability company, limited partnership or trust, or any unwinding of any such division or\nallocation;\n\n \n\n(F)           words in the singular include the plural and in the plural\ninclude the singular, unless the context requires otherwise;\n\n \n\n(G)          “herein,” “hereof” and other words of similar import refer\nto this Indenture as a whole and not to any particular Article, Section or other subdivision of this Indenture, unless the context requires otherwise;\n\n \n\n(H)           references to currency mean the lawful currency of the\nUnited States of America, unless the context requires otherwise;\n\n \n\n(I)            the exhibits, schedules and other attachments to this\nIndenture are deemed to form part of this Indenture; and\n\n \n\n(J)           the term “**interest**,” when used with respect to a\nNote, includes any Default Interest, Additional Interest and Special Interest, unless the context requires otherwise.\n\n \n\nArticle 2. The Notes\n\n \n\nSection 2.01. Form, Dating and Denominations.\n\n \n\nThe Notes and the Trustee’s certificate of authentication will be\nsubstantially in the form set forth in **Exhibit A**. The Notes will bear the legends required by **Section 2.09** and may bear notations, legends or endorsements required by law, stock exchange rule or usage or the Depositary. Each Note will\nbe dated as of the date of its authentication.\n\n \n\nExcept to the extent otherwise provided in a Company Order delivered to\nthe Trustee in connection with the issuance and authentication thereof, the Notes will be issued initially in the form of one or more Global Notes. Global Notes may be exchanged for Physical Notes, and Physical Notes may be exchanged for Global\nNotes, only as provided in **Section 2.10**.\n\n \n\n- 15 -\n\n \n\nThe Notes will be issuable only in registered form without interest\ncoupons and only in Authorized Denominations.\n\n \n\nEach certificate representing a Note will bear a unique registration\nnumber that is not affixed to any other certificate representing another outstanding Note.\n\n \n\nThe terms contained in the Notes constitute part of this Indenture, and,\nto the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, agree to such terms and to be bound thereby; *provided*, *however*, that, to the extent that any provision of any Note conflicts\nwith the provisions of this Indenture, the provisions of this Indenture will control for purposes of this Indenture and such Note.\n\n \n\nSection 2.02. Execution, Authentication and Delivery.\n\n \n\n(A)         *Due Execution by the Company*. At least one (1) duly\nauthorized Officer will sign the Notes on behalf of the Company by manual, electronic or facsimile signature. A Note’s validity will not be affected by the failure of any Officer whose signature is on any Note to hold, at the time such Note is\nauthenticated, the same or any other office at the Company.\n\n \n\n(B)          *Authentication by the Trustee and Delivery*.\n\n \n\n(i)            No Note will be valid until it is authenticated\nby the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note.\n\n \n\n(ii)           The Trustee will cause an authorized signatory\nof the Trustee (or a duly appointed authenticating agent) to manually sign the certificate of authentication of a Note only if (1) the Company delivers such Note to the Trustee; (2) such Note is executed by the Company in accordance with **Section\n2.02(A)**; and (3) the Company delivers a Company Order to the Trustee that (a) requests the Trustee to authenticate such Note; and (b) sets forth the name of the Holder of such Note and the date as of which such Note is to be authenticated. If\nsuch Company Order also requests the Trustee to deliver such Note to any Holder or to the Depositary, then the Trustee will promptly deliver such Note in accordance with such Company Order.\n\n \n\n(iii)          The Trustee may appoint an authenticating agent\nacceptable to the Company to authenticate Notes. A duly appointed authenticating agent may authenticate Notes whenever the Trustee may do so under this Indenture, and a Note authenticated as provided in this Indenture by such an agent will be deemed,\nfor purposes of this Indenture, to be authenticated by the Trustee. Each duly appointed authenticating agent will have the same rights to deal with the Company as the Trustee would have if it were performing the duties that the authenticating agent\nwas validly appointed to undertake.\n\n \n\n- 16 -\n\n \n\nSection 2.03. Initial Notes and Additional Notes.\n\n \n\n(A)          *Initial Notes*. On the Issue Date, there will be\noriginally issued six hundred million dollars ($600,000,000) aggregate principal amount of Notes, subject to the provisions of this Indenture (including **Section 2.02**). Notes issued pursuant to this **Section 2.03(A)**, and any Notes\nissued in exchange therefor or in substitution thereof, are referred to in this Indenture as the “**Initial Notes**.”\n\n \n\n(B)           *Additional Notes*. Without the consent of any\nHolder, the Company may, subject to the provisions of this Indenture (including **Section 2.02**), originally issue additional Notes with the same terms as the Initial Notes (except, to the extent applicable, with respect to the date as of which\ninterest begins to accrue on such additional Notes and the first Interest Payment Date of such additional Notes), which additional Notes will, subject to the foregoing, be considered to be part of the same series of, and rank equally and ratably with\nall other, Notes issued under this Indenture; *provided*, *however*, that if any such additional Notes (and any Notes that are resold after such Notes have been purchased or otherwise acquired by the Company, the Parent Guarantor or their\nrespective Subsidiaries) are not fungible with other Notes issued under this Indenture for purposes of U.S. federal income tax or federal securities laws or, if applicable, the Depositary Procedures, then such additional or resold Notes will be\nidentified by a separate CUSIP number or by no CUSIP number.\n\n \n\nSection 2.04. Method of Payment.\n\n \n\n(A)          *Global Notes*. The Company will pay, or cause the\nPaying Agent to pay, the principal (whether due upon maturity on the Maturity Date, Redemption on a Redemption Date or repurchase on a Fundamental Change Repurchase Date or otherwise) of, interest on, the Maturity Premium, if any, in respect of, and\nany cash Exchange Consideration for, any Global Note to the Depositary by wire transfer of immediately available funds no later than the time the same is due as provided in this Indenture; *provided*, *however*, that (i) if Additional\nInterest accrues on a portion (and not the entire principal amount) of any outstanding Global Note in accordance with the Registration Rights Agreement for such Global Note, then the Company will pay such Additional Interest directly to the\napplicable beneficial owner(s) of such Global Note (as identified in the related Notice and Questionnaire(s)) to the extent the payment is not permitted or practicable under the Depositary Procedures; and (ii) notwithstanding anything to the contrary\nin this Indenture or the Notes, if payment, in the manner set forth in **Section 3.05(A)**, of the Maturity Premium on a Global Note (or any portion thereof) that is Exchanged is not permitted or practicable under the Depositary Procedures, then\nthe Company will instead pay the Maturity Premium as part of the Exchange Consideration due upon such Exchange.\n\n \n\n(B)           *Physical Notes*. The Company will pay, or cause the\nPaying Agent to pay, the principal (whether due upon maturity on the Maturity Date, Redemption on a Redemption Date or repurchase on a Fundamental Change Repurchase Date or otherwise) of, interest on, the Maturity Premium, if any, in respect of, and\nany cash Exchange Consideration for, any Physical Note no later than the time the same is due as provided in this Indenture as follows: (i) if the principal amount of such Physical Note is at least five million dollars ($5,000,000) (or such lower\namount as the Company may choose in its sole and absolute discretion) and the Holder of such Physical Note entitled to such payment has delivered to the Paying Agent or the Trustee, no later than the time set forth in the immediately following\nsentence, a written request that the Company make such payment by wire transfer to an account of such Holder within the United States, by wire transfer of immediately available funds to such account; and (ii) in all other cases, by check mailed to\nthe address of the Holder of such Physical Note entitled to such payment as set forth in the Register. To be timely, such written request must be so delivered no later than the Close of Business on the following date: (x) with respect to the payment\nof any interest due on an Interest Payment Date, the immediately preceding Regular Record Date; (y) with respect to any cash Exchange Consideration, the relevant Exchange Date; and (z) with respect to any other payment, the date that is fifteen (15)\ncalendar days immediately before the date such payment is due.\n\n \n\n- 17 -\n\n \n\nSection 2.05. Accrual of Interest; Defaulted Amounts; When Payment Date is Not a Business Day.\n\n \n\n(A)          *Accrual of Interest*. Each Note will accrue interest\nat a rate per annum equal to 3.50% (the “**Stated Interest**”), plus any Default Interest, Additional Interest and Special Interest that may accrue pursuant to **Sections 2.05(B)**, **3.04**and **7.03**, respectively. Stated Interest\non each Note will (i) accrue from, and including, the most recent date to which Stated Interest has been paid or duly provided for (or, if no Stated Interest has theretofore been paid or duly provided for, the date set forth in the certificate\nrepresenting such Note as the date from, and including, which Stated Interest will begin to accrue in such circumstance) to, but excluding, the date of payment of such Stated Interest; and (ii) be, subject to **Sections 4.02(D)**, **4.03(G)**\nand **5.02(D)** (but without duplication of any payment of interest), payable semi-annually in arrears on each Interest Payment Date, beginning on the first Interest Payment Date set forth in the certificate representing such Note, to the Holder\nof such Note as of the Close of Business on the immediately preceding Regular Record Date. Stated Interest, and, if applicable, Additional Interest and Special Interest, on the Notes will be computed on the basis of a 360-day year comprised of twelve\n30-day months.\n\n \n\n(B)           *Defaulted Amounts*. If the Company fails to pay any\ncash amount (a “**Defaulted Amount**”) payable on a Note on or before the due date therefor as provided in this Indenture, then, regardless of whether such failure constitutes an Event of Default, (i) such Defaulted Amount will forthwith cease to\nbe payable to the Holder of such Note otherwise entitled to such payment; (ii) to the extent lawful, interest (“**Default Interest**”) will accrue on such Defaulted Amount at a rate per annum equal to the rate per annum at which Stated Interest\naccrues, from, and including, such due date to, but excluding, the date of payment of such Defaulted Amount and Default Interest; and (iii) such Defaulted Amount and Default Interest will be paid, at the Company’s election, as provided in **clause\n(i)** or **(ii)** below.\n\n \n\n(i)             *Payment of Default Amounts on a Special\nPayment Date*. The Company will have the right to pay such Defaulted Amount and Default Interest on a payment date selected by the Company to the Holder of such Note as of the Close of Business on a special record date selected by the Company, *provided*\nthat (1) such special record date is no more than fifteen (15), nor less than ten (10), calendar days before such payment date; and (2) at least fifteen (15) calendar days before such special record date, the Company sends notice to the Trustee and\nthe Holders that states such special record date, such payment date and the amount of such Defaulted Amount and Default Interest to be paid on such payment date.\n\n \n\n- 18 -\n\n \n\n(ii) *           Payment of Default Amount in Any Other\nLawful Manner*. If not paid in accordance with **Section 2.05(B)(i)**, such Defaulted Amount and Default Interest will be paid by the Company in any other lawful manner.\n\n \n\nNotwithstanding anything to the contrary in this **Section 2.05(B)**,\na Default in the payment or delivery of any Exchange Consideration when due will be cured upon the payment or delivery of the same (together, if applicable in the case of any cash Exchange Consideration, with Default Interest thereon) to the Person\nto whom such Exchange Consideration is payable or deliverable (determined in accordance with **Article 5**).\n\n \n\n(C)           *Delay of Payment When Payment Date Is Not a Business\nDay*. If the due date for a payment on a Note as provided in this Indenture is not a Business Day, then, notwithstanding anything to the contrary in this Indenture or the Notes, such payment may be made on the immediately following Business Day\nwith the same force and effect as if such payment were made on such due date (and, for the avoidance of doubt, no interest will accrue on such payment as a result of the related delay). Solely for purposes of the immediately preceding sentence, a day\non which the applicable place of payment is authorized or required by law or executive order to close or be closed will be deemed not to be a “Business Day.”\n\n \n\n(D)          *Special Provision for Global Notes*. If the first\ndate on which any Additional Interest or Special Interest begins to accrue on a Global Note is on or after the fifth (5th) Business Day before a Regular Record Date and before the next Interest Payment Date, then, notwithstanding anything to the\ncontrary in this Indenture or the Notes, the amount thereof accruing in respect of the period from, and including, such first date to, but excluding, such Interest Payment Date will not be payable on such Interest Payment Date but will instead be\ndeemed to accrue (without duplication) entirely on such Interest Payment Date (and, for the avoidance of doubt, no interest will accrue as a result of the related delay).\n\n \n\nSection 2.06. Registrar, Paying Agent and Exchange Agent.\n\n \n\n(A)          *Generally*. The Company will maintain (i) an office\nor agency in the continental United States where Notes may be presented for registration of transfer or for exchange (the “**Registrar**”); (ii) an office or agency in the continental United States where Notes may be presented for payment (the “**Paying\n\nAgent**”); and (iii) an office or agency in the continental United States where Notes may be presented for Exchange (the “**Exchange Agent**”). If the Company fails to maintain a Registrar, Paying Agent or Exchange Agent, then the Trustee will\nact as such and will receive compensation therefor in accordance with this Indenture and any other agreement between the Trustee and the Company. For the avoidance of doubt, the Company or any of its Subsidiaries may act as Registrar, Paying Agent or\nExchange Agent. Notwithstanding anything to the contrary in this **Section 2.06(A)**, each of the Registrar, Paying Agent and Exchange Agent with respect to any Global Note must at all times be a Person that is eligible to act in that capacity\nunder the Depositary Procedures.\n\n \n\n(B)           *Duties of the Registrar*. The Registrar will keep a\nrecord (the “**Register**”) of the names and addresses of the Holders, the Notes held by each Holder and the transfer, exchange, repurchase, Redemption and Exchange of Notes. Absent manifest error, the entries in the Register will be conclusive\nand the Company and the Trustee may treat each Person whose name is recorded as a Holder in the Register as a Holder for all purposes. The Register will be in written form or in any form capable of being converted into written form reasonably\npromptly.\n\n \n\n- 19 -\n\n \n\n(C)           *Co-Agents; Company’s Right to Appoint Successor\nRegistrars, Paying Agents and Exchange Agents*. The Company may appoint one or more co-Registrars, co-Paying Agents and co-Exchange Agents, each of whom will be deemed to be a Registrar, Paying Agent or Exchange Agent, as applicable, under this\nIndenture. Subject to **Section 2.06(A)**, the Company may change any Registrar, Paying Agent or Exchange Agent (including appointing itself or any of its Subsidiaries to act in such capacity) without notice to any Holder. The Company will notify\nthe Trustee (and, upon request, any Holder) of the name and address of each Note Agent, if any, not a party to this Indenture and will enter into an appropriate agency agreement with each such Note Agent, which agreement will implement the provisions\nof this Indenture that relate to such Note Agent.\n\n \n\n(D)           *Initial Appointments*. The Company appoints the\nTrustee as, and designates its corporate trust office identified in **Section 12.01** (as the same exists on the Issue Date) in the continental United States as the office for, the initial Paying Agent, the initial Registrar and the initial\nExchange Agent.\n\n \n\nSection 2.07. Paying Agent and Exchange Agent to Hold Property in Trust.\n\n \n\nThe Company will require each Paying Agent or Exchange Agent that is not\nthe Trustee to agree in writing that such Note Agent will (A) hold in trust for the benefit of Holders or the Trustee all money and other property held by such Note Agent for payment or delivery due on the Notes; and (B) notify the Trustee of any\ndefault by the Company in making any such payment or delivery. The Company, at any time, may, and the Trustee, while any Default continues, may, require a Paying Agent or Exchange Agent to pay or deliver, as applicable, all money and other property\nheld by it to the Trustee, after which payment or delivery, as applicable, such Note Agent (if not the Company or any of its Subsidiaries) will have no further liability for such money or property. If the Company or any of its Subsidiaries acts as\nPaying Agent or Exchange Agent, then (A) it will segregate and hold in a separate trust fund for the benefit of the Holders or the Trustee all money and other property held by it as Paying Agent or Exchange Agent; and (B) references in this Indenture\nor the Notes to the Paying Agent or Exchange Agent holding cash or other property, or to the delivery of cash or other property to the Paying Agent or Exchange Agent, in each case for payment or delivery to any Holders or the Trustee or with respect\nto the Notes, will be deemed to refer to cash or other property so segregated and held separately, or to the segregation and separate holding of such cash or other property, respectively. Upon the occurrence of any event pursuant to **clause (x)**\nor **(xi)** of **Section 7.01(A)** with respect to the Company (or with respect to any Subsidiary of the Company acting as Paying Agent or Exchange Agent), the Trustee will serve as the Paying Agent or Exchange Agent, as applicable, for the\nNotes.\n\n \n\nSection 2.08. Holder Lists.\n\n \n\nIf the Trustee is not the Registrar, then the Company will furnish to\nthe Trustee, no later than seven (7) Business Days before each Interest Payment Date, and at such other times as the Trustee may request, a list, in such form and as of such date or time as the Trustee may reasonably require, of the names and\naddresses of the Holders.\n\n \n\n- 20 -\n\n \n\nSection 2.09. Legends.\n\n \n\n(A)          *Global Note Legend*. Each Global Note will bear the\nGlobal Note Legend (or any similar legend, not inconsistent with this Indenture, required by the Depositary for such Global Note).\n\n \n\n(B)           *Non-Affiliate Legend*. Each Note will bear the\nNon-Affiliate Legend.\n\n \n\n(C)           *Restricted Note Legend*. Subject to the other\nprovisions of this Indenture,\n\n \n\n(i)            each Note that is a Transfer-Restricted\nSecurity will bear the Restricted Note Legend; and\n\n \n\n(ii)           if a Note is issued in exchange for, in\nsubstitution of, or to effect a partial Exchange of, another Note (such other Note being referred to as the “old Note” for purposes of this **Section 2.09(C)(ii)**), including pursuant to **Section 2.10(B)**, **2.10(C)**, **2.11** or\n**2.12**, then such Note will bear the Restricted Note Legend if such old Note bore the Restricted Note Legend at the time of such exchange or substitution, or on the related Exchange Date with respect to such Exchange, as applicable; *provided*,\n*however*, that such Note need not bear the Restricted Note Legend if such Note does not constitute a Transfer-Restricted Security immediately after such exchange or substitution, or as of such Exchange Date, as applicable.\n\n \n\n(D)          *Other Legends*. A Note may bear any other legend or\ntext, not inconsistent with this Indenture, as may be required by applicable law or by any securities exchange or automated quotation system on which such Note is traded or quoted.\n\n \n\n(E)           *Acknowledgment and Agreement by the Holders*. A\nHolder’s acceptance of any Note bearing any legend required by this **Section 2.09** will constitute such Holder’s acknowledgment of, and agreement to comply with, the restrictions set forth in such legend.\n\n \n\n(F)           *Restricted Stock Legend*.\n\n \n\n(i)            Each Exchange Share will, upon its issuance,\nbear the Restricted Stock Legend if it is a Transfer-Restricted Security at such time; *provided*, *however*, that such Exchange Share need not bear the Restricted Stock Legend if the Company determines, in its reasonable discretion, that\nsuch Exchange Share need not bear the Restricted Stock Legend.\n\n \n\n(ii)           Notwithstanding anything to the contrary in\nthis **Section 2.09(F)**, an Exchange Share need not bear a Restricted Stock Legend if such Exchange Share is issued in an uncertificated form that does not permit affixing legends thereto, *provided* the Company takes measures (including\nthe assignment thereto of a “restricted” CUSIP number) that it reasonably deems appropriate to enforce the transfer restrictions referred to in the Restricted Stock Legend.\n\n \n\n- 21 -\n\n \n\nSection 2.10. Transfers and Exchanges; Certain Transfer Restrictions.\n\n \n\n(A)          *Provisions Applicable to All Transfers and Exchanges*.\n\n \n\n(i)             *Generally*. Subject to this **Section\n2.10**, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time and the Registrar will record each such transfer or exchange in the Register.\n\n \n\n(ii)           *Transferred and Exchanged Notes Remain\nValid Obligations of the Company*. Each Note issued upon transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this **Section 2.10(A)(ii)**) or portion thereof in accordance with this\nIndenture will be the valid obligation of the Company, evidencing the same indebtedness, and entitled to the same benefits under this Indenture, as such old Note or portion thereof, as applicable.\n\n \n\n(iii)          *No Services Charge; Transfer Taxes*. The\nCompany, the Parent Guarantor, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or Exchange of Notes, but the Company, the Parent Guarantor, the Trustee, the Registrar and the Exchange Agent\nmay require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any transfer, exchange or Exchange of Notes, other than exchanges pursuant to **Section 2.11**, **2.16**\nor **8.05** not involving any transfer.\n\n \n\n(iv)          *Transfers and Exchanges Must Be in\nAuthorized Denominations*. Notwithstanding anything to the contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion to be so transferred or exchanged is in an Authorized Denomination.\n\n \n\n(v) *          Trustee’s Disclaimer*. The Trustee will\nhave no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions imposed under this Indenture or applicable law with respect to any Security, other than to require the delivery of such certificates or other\ndocumentation or evidence as expressly required by this Indenture and to examine the same to determine substantial compliance as to form with the requirements of this Indenture.\n\n \n\n(vi)          *Legends*. Each Note issued upon transfer\nof, or in exchange for, another Note will bear each legend, if any, required by **Section 2.09**.\n\n \n\n(vii)         *Settlement of Transfers and Exchanges*.\nUpon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd)\nBusiness Day after the date of such satisfaction.\n\n \n\n(viii)        *Interpretation*. For the avoidance of\ndoubt, and subject to the terms of this Indenture, as used in this **Section 2.10**, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of removing any Restricted Note Legend affixed to such\nGlobal Note or Physical Note; and (y) if such Global Note or Physical Note is identified by a “restricted” CUSIP number, an exchange effected for the sole purpose of causing such Global Note or Physical Note to be identified by an “unrestricted”\nCUSIP number.\n\n \n\n- 22 -\n\n \n\n(ix)           *Limitation on De-Legending Notes*.\nNotwithstanding anything to the contrary in this Indenture or the Notes, the Company, in its sole and absolute discretion, may refuse to reissue any Note without a Restricted Note Legend or to cause any Note to be identified by an “unrestricted”\nCUSIP number or similar identifier.\n\n \n\n(B)           *Transfers and Exchanges of Global Notes.*\n\n \n\n(i)            *Certain Restrictions*. Subject to the\nimmediately following sentence, no Global Note may be transferred or exchanged in whole except (x) by the Depositary to a nominee of the Depositary; (y) by a nominee of the Depositary to the Depositary or to another nominee of the Depositary; or (z)\nby the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. No Global Note (or any portion thereof) may be transferred to, or exchanged for, a Physical Note; *provided*, *however*, that a\nGlobal Note will be exchanged, pursuant to customary procedures, for one or more Physical Notes if:\n\n \n\n(1)           (x) the Depositary notifies the Company or the\nTrustee that the Depositary is unwilling or unable to continue as depositary for such Global Note or (y) the Depositary ceases to be a “clearing agency” registered under Section 17A of the Exchange Act and, in each case, the Company fails to appoint\na successor Depositary within ninety (90) days of such notice or cessation;\n\n \n\n(2)           an Event of Default has occurred and is continuing\nand the Company, the Trustee or the Registrar has received a written request from the Depositary, or from a holder of a beneficial interest in such Global Note, to exchange such Global Note or beneficial interest, as applicable, for one or more\nPhysical Notes; or\n\n \n\n(3)           the Company, in its sole discretion, permits the\nexchange of any beneficial interest in such Global Note for one or more Physical Notes at the request of the owner of such beneficial interest.\n\n \n\n(ii)            *Effecting Transfers and Exchanges*.\nUpon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Global Note (or any portion thereof):\n\n \n\n(1)           the Trustee will reflect any resulting decrease of\nthe principal amount of such Global Note by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of such Global Note (and, if such notation results in such Global Note having a principal amount of zero, then the\nCompany may (but is not required to) instruct the Trustee to cancel such Global Note pursuant to **Section 2.14**);\n\n \n\n- 23 -\n\n \n\n(2)           if required to effect such transfer or exchange,\nthen the Trustee will reflect any resulting increase of the principal amount of any other Global Note by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of such other Global Note;\n\n \n\n(3)           if required to effect such transfer or exchange,\nthen the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with **Section 2.02**, a new Global Note bearing each legend, if any, required by **Section 2.09**; and\n\n \n\n(4)            if such Global Note (or such portion thereof), or\nany beneficial interest therein, is to be exchanged for one or more Physical Notes, then the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with **Section 2.02**, one or more Physical Notes\nthat (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount of such Global Note to be so exchanged; (y) are registered in such name(s) as the Depositary specifies (or as otherwise determined pursuant\nto customary procedures); and (z) bear each legend, if any, required by **Section 2.09**.\n\n \n\n(iii)          *Compliance with Depositary Procedures*.\nEach transfer or exchange of a beneficial interest in any Global Note will be made in accordance with the Depositary Procedures.\n\n \n\n(C)           *Transfers and Exchanges of Physical Notes.*\n\n \n\n(i)            *Requirements for Transfers and Exchanges*.\nSubject to this **Section 2.10**, a Holder of a Physical Note may (x) transfer such Physical Note (or any portion thereof in an Authorized Denomination) to one or more other Person(s); (y) exchange such Physical Note (or any portion thereof in an\nAuthorized Denomination) for one or more other Physical Notes in Authorized Denominations having an aggregate principal amount equal to the aggregate principal amount of the Physical Note (or portion thereof) to be so exchanged; and (z) if then\npermitted by the Depositary Procedures, transfer such Physical Note (or any portion thereof in an Authorized Denomination) in exchange for a beneficial interest in one or more Global Notes; *provided*, *however*, that, to effect any such\ntransfer or exchange, such Holder must:\n\n \n\n(1)           surrender such Physical Note to be transferred or\nexchanged to the office of the Registrar, together with any endorsements or transfer instruments reasonably required by the Company, the Trustee or the Registrar; and\n\n \n\n(2)           deliver such certificates, documentation or\nevidence as may be required pursuant to **Section 2.10(D)**.\n\n \n\n- 24 -\n\n \n\n(ii)           *Effecting Transfers and Exchanges*. Upon\nthe satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Physical Note (such Physical Note being referred to as the “old Physical Note” for purposes of this **Section 2.10(C)(ii)**) of a Holder (or any\nportion of such old Physical Note in an Authorized Denomination):\n\n \n\n(1)           such old Physical Note will be promptly cancelled\npursuant to **Section 2.14**;\n\n \n\n(2)           if such old Physical Note is to be so transferred\nor exchanged only in part, then the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with **Section 2.02**, one or more Physical Notes that (x) are in Authorized Denominations and have an\naggregate principal amount equal to the principal amount of such old Physical Note not to be so transferred or exchanged; (y) are registered in the name of such Holder; and (z) bear each legend, if any, required by **Section 2.09**;\n\n \n\n(3)           in the case of a transfer:\n\n \n\n(a)           to the Depositary or a nominee thereof that will\nhold its interest in such old Physical Note (or such portion thereof) to be so transferred in the form of one or more Global Notes, the Trustee will reflect an increase of the principal amount of one or more existing Global Notes by notation on the\n“Schedule of Exchanges of Interests in the Global Note” forming part of such Global Note(s), which increase(s) are in Authorized Denominations and aggregate to the principal amount to be so transferred, and which Global Note(s) bear each legend, if\nany, required by **Section 2.09**; *provided*, *however*, that if such transfer cannot be so effected by notation on one or more existing Global Notes (whether because no Global Notes bearing each legend, if any, required by **Section\n\n2.09** then exist, because any such increase will result in any Global Note having an aggregate principal amount exceeding the maximum aggregate principal amount permitted by the Depositary or otherwise), then the Company will issue, execute and\ndeliver, and the Trustee will authenticate, in each case in accordance with **Section 2.02**, one or more Global Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount that is to be so\ntransferred but that is not effected by notation as provided above; and (y) bear each legend, if any, required by **Section 2.09**; and\n\n \n\n(b)           to a transferee that will hold its interest in\nsuch old Physical Note (or such portion thereof) to be so transferred in the form of one or more Physical Notes, the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with **Section 2.02**, one\nor more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount to be so transferred; (y) are registered in the name of such transferee; and (z) bear each legend, if any, required\nby **Section 2.09**; and\n\n \n\n(4)           in the case of an exchange, the Company will\nissue, execute and deliver, and the Trustee will authenticate, in each case in accordance with **Section 2.02**, one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal\namount to be so exchanged; (y) are registered in the name of the Person to whom such old Physical Note was registered; and (z) bear each legend, if any, required by **Section 2.09**.\n\n \n\n- 25 -\n\n \n\n(D)          *Requirement to Deliver Documentation and Other Evidence*.\nSubject to **Section 2.10(A)(ix)**, if a Holder of any Note that is identified by a “restricted” CUSIP number or that bears a Restricted Note Legend or is a Transfer-Restricted Security requests to:\n\n \n\n(i)            cause such Note to be identified by an\n“unrestricted” CUSIP number;\n\n \n\n(ii)           remove such Restricted Note Legend; or\n\n \n\n(iii)          register the transfer of such Note to the name\nof another Person,\n\n \n\nthen the Company, the Parent Guarantor, the Trustee and the Registrar may refuse to effect\nsuch identification, removal or transfer, as applicable, unless there is delivered to the Company, the Parent Guarantor, the Trustee and the Registrar such certificates or other documentation or evidence as the Company, the Parent Guarantor, the\nTrustee and the Registrar may reasonably require for the Company to determine that such identification, removal or transfer, as applicable, complies with the Securities Act and other applicable securities laws; *provided*, *however*,\nthat, without limiting **Section 2.10(E)**, no such certificates, documentation or evidence (other than a written request in the form contemplated by **Section 2.10(E)**) need be so delivered with respect to any transfer pursuant to Rule 144\non or and after the date that is six (6) months after the Last Original Issue Date of such Note if the requirements of Rule 144(c) are then satisfied with respect to the Company.\n\n \n\n(E)          *Certain De-Legending Procedures*. Subject to **Section\n\n2.10(A)(ix)**, if a Holder of any Note or share of Common Stock issued upon Exchange of any Note, or an owner of a beneficial interest in any Global Note, or in a global certificate representing any share of Common Stock issued upon Exchange of\nany Note, transfers such Note or share in compliance with Rule 144 and delivers to the Company a written request in customary form (including a certification that it is not, and has not been at any time during the preceding three (3) months, an\nAffiliate of the Company) to reissue such Note or share without a Restricted Note Legend or Restricted Stock Legend, as applicable, then the Company will use commercially reasonable efforts to cause the same to occur (and, if applicable, cause such\nNote or share to thereafter be represented by an “unrestricted” CUSIP or ISIN number in the facilities of the related depositary).\n\n \n\n(F)          *Transfers of Notes Subject to Redemption, Repurchase or\nExchange*. Notwithstanding anything to the contrary in this Indenture or the Notes, the Company, the Parent Guarantor, the Trustee and the Registrar will not be required to register the transfer of or exchange any Note that (i) has been\nsurrendered for Exchange, except to the extent that any portion of such Note is not subject to Exchange; (ii) is subject to a Fundamental Change Repurchase Notice validly delivered, and not withdrawn, pursuant to **Section 4.02(F)**, except to\nthe extent that any portion of such Note is not subject to such notice or the Company fails to pay the applicable Fundamental Change Repurchase Price when due; or (iii) has been selected for Redemption pursuant to a Redemption Notice, except to the\nextent that any portion of such Note is not subject to Redemption or the Company fails to pay the applicable Redemption Price when due.\n\n \n\n- 26 -\n\n \n\nSection 2.11. Exchange and Cancellation of Notes to Be Exchanged or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption.\n\n \n\n(A)         *Partial Exchanges of Physical Notes and Partial\nRepurchases of Physical Notes Pursuant to a Repurchase Upon Fundamental Change or Redemption*. If only a portion of a Physical Note of a Holder is to be Exchanged pursuant to **Article 5** or repurchased pursuant to a Repurchase Upon\nFundamental Change or Redemption, then, as soon as reasonably practicable after such Physical Note is surrendered for such Exchange or repurchase, as applicable, the Company will cause such Physical Note to be exchanged, pursuant and subject to **Section\n\n2.10(C)**, for (i) one or more Physical Notes that are in Authorized Denominations and have an aggregate principal amount equal to the principal amount of such Physical Note that is not to be so Exchanged or repurchased, as applicable, and\ndeliver such Physical Note(s) to such Holder; and (ii) a Physical Note having a principal amount equal to the principal amount to be so Exchanged or repurchased, as applicable, which Physical Note will be Exchanged or repurchased, as applicable,\npursuant to the terms of this Indenture; *provided*, *however*, that the Physical Note referred to in this **clause (ii)** need not be issued at any time after which such principal amount subject to such Exchange or repurchase, as\napplicable, is deemed to cease to be outstanding pursuant to **Section 2.17**.\n\n \n\n(B)           *Cancellation of Notes that Are Exchanged and Notes\nthat Are Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption*.\n\n \n\n(i)            *Physical Notes*. If a Physical Note (or\nany portion thereof that has not theretofore been exchanged pursuant to **Section 2.11(A)**) of a Holder is to be Exchanged pursuant to **Article 5** or repurchased pursuant to a Repurchase Upon Fundamental Change or Redemption, then,\npromptly after the later of the time such Physical Note (or such portion) is deemed to cease to be outstanding pursuant to **Section 2.17** and the time such Physical Note is surrendered for such Exchange or repurchase, as applicable, (1) such\nPhysical Note will be cancelled pursuant to **Section 2.14**; and (2) in the case of a partial Exchange or repurchase, as applicable, the Company will issue, execute and deliver to such Holder, and the Trustee will authenticate, in each case in\naccordance with **Section 2.02**, one or more Physical Notes that (x) are in Authorized Denominations and have an aggregate principal amount equal to the principal amount of such Physical Note that is not to be so Exchanged or repurchased, as\napplicable; (y) are registered in the name of such Holder; and (z) bear each legend, if any, required by **Section 2.09**.\n\n \n\n(ii)           *Global Notes*. If a Global Note (or any\nportion thereof) is to be Exchanged pursuant to **Article 5** or repurchased pursuant to a Repurchase Upon Fundamental Change or Redemption, then, promptly after the time such Note (or such portion) is deemed to cease to be outstanding pursuant\nto **Section 2.17**, the Trustee will reflect a decrease of the principal amount of such Global Note in an amount equal to the principal amount of such Global Note to be so Exchanged or repurchased, as applicable, by notation on the “Schedule of\nExchanges of Interests in the Global Note” forming part of such Global Note (and, if the principal amount of such Global Note is zero following such notation, cancel such Global Note pursuant to **Section 2.14**).\n\n \n\n- 27 -\n\n \n\nSection 2.12. Replacement Notes.\n\n \n\nIf a Holder of any Note claims that such Note has been mutilated, lost,\ndestroyed or wrongfully taken, then the Company will issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with **Section 2.02**, a replacement Note upon surrender to the Trustee of such mutilated Note, or upon\ndelivery to the Trustee of evidence of such loss, destruction or wrongful taking reasonably satisfactory to the Trustee and the Company. The Company may charge the Holder of a Note for the Company’s and the Trustee’s expenses in replacing such Note\npursuant to this **Section 2.12**. In addition, in the case of a lost, destroyed or wrongfully taken Note, the Company and the Trustee may require the Holder thereof to provide such security or indemnity that is satisfactory to the Company and\nthe Trustee to protect the Company and the Trustee from any loss that any of them may suffer if such Note is replaced.\n\n \n\nEvery replacement Note issued pursuant to this **Section 2.12** will\nbe an additional obligation of the Company and will be entitled to all of the benefits of this Indenture equally and ratably with all other Notes issued under this Indenture, regardless of whether the related lost, destroyed or wrongfully taken Note\nis at any time enforceable by any Person.\n\n \n\nSection 2.13. Registered Holders; Certain Rights with Respect to Global Notes.\n\n \n\nOnly the Holder of a Note will have rights under this Indenture as the\nowner of such Note. Without limiting the generality of the foregoing, Depositary Participants will have no rights as such under this Indenture with respect to any Global Note held on their behalf by the Depositary or its nominee, or by the Trustee as\nits custodian, and the Company, the Parent Guarantor, the Trustee and the Note Agents, and their respective agents, may treat the Depositary as the absolute owner of such Global Note for all purposes whatsoever; *provided*, *however*,\nthat (A) the Holder of any Global Note may grant proxies and otherwise authorize any Person, including Depositary Participants and Persons that hold interests in Notes through Depositary Participants, to take any action that such Holder is entitled\nto take with respect to such Global Note under this Indenture or the Notes; and (B) the Company and the Trustee, and their respective agents, may give effect to any written certification, proxy or other authorization furnished by the Depositary.\n\n \n\nSection 2.14. Cancellation.\n\n \n\nThe Company may at any time deliver Notes to the Trustee for\ncancellation. The Registrar, the Paying Agent and the Exchange Agent will forward to the Trustee each Note duly surrendered to them for transfer, exchange, payment or Exchange. The Trustee will promptly cancel all Notes so surrendered to it in\naccordance with its customary procedures. Without limiting the generality of **Section 2.03(B)**, the Company may not originally issue new Notes to replace Notes that it has paid or that have been cancelled upon transfer, exchange, payment or\nExchange.\n\n \n\n- 28 -\n\n \n\nSection 2.15. Notes Held by the Company or its Affiliates.\n\n \n\nWithout limiting the generality of **Section 2.17**, in determining\nwhether the Holders of the required aggregate principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or any of its Affiliates will be deemed not to be outstanding; *provided*, *however*,\nthat, for purposes of determining whether the Trustee is protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned will be so disregarded.\n\n \n\nSection 2.16. Temporary Notes.\n\n \n\nUntil definitive Notes are ready for delivery, the Company may issue,\nexecute and deliver, and the Trustee will authenticate, in each case in accordance with **Section 2.02**, temporary Notes. Temporary Notes will be substantially in the form of definitive Notes but may have variations that the Company considers\nappropriate for temporary Notes. The Company will promptly prepare, issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with **Section 2.02**, definitive Notes in exchange for temporary Notes. Until so\nexchanged, each temporary Note will in all respects be entitled to the same benefits under this Indenture as definitive Notes.\n\n \n\nSection 2.17. Outstanding Notes.\n\n \n\n(A)          *Generally*. The Notes that are outstanding at any\ntime will be deemed to be those Notes that, at such time, have been duly executed and authenticated, excluding those Notes (or portions thereof) that have theretofore been (i) cancelled by the Trustee or delivered to the Trustee for cancellation in\naccordance with **Section 2.14**; (ii) assigned a principal amount of zero by notation on the “Schedule of Exchanges of Interests in the Global Note” forming part of any a Global Note representing such Note; (iii) paid in full (including upon\nExchange) in accordance with this Indenture; or (iv) deemed to cease to be outstanding to the extent provided in, and subject to, **clause (B)**, **(C)** or **(D)** of this **Section 2.17**.\n\n \n\n(B)          *Replaced Notes*. If a Note is replaced pursuant to **Section\n\n2.12**, then such Note will cease to be outstanding at the time of its replacement, unless the Trustee and the Company receive proof reasonably satisfactory to them that such Note is held by a “*bona fide* purchaser” under applicable law.\n\n \n\n(C)          *Maturing Notes and Notes Called for Redemption or\nSubject to Repurchase*. If, on a Redemption Date, a Fundamental Change Repurchase Date or the Maturity Date, the Paying Agent holds money sufficient to pay the aggregate Redemption Price, Fundamental Change Repurchase Price or principal amount,\nrespectively, together, in each case, with the aggregate interest, in each case due on such date, then (unless there occurs a Default in the payment of any such amount) (i) the Notes (or portions thereof) to be redeemed or repurchased, or that\nmature, on such date will be deemed, as of such date, to cease to be outstanding, except to the extent provided in **Section 4.02(D)**, **4.03(G)** or **5.02(D)**; and (ii) the rights of the Holders of such Notes (or such portions\nthereof), as such, will terminate with respect to such Notes (or such portions thereof), other than the right to receive the Redemption Price, Fundamental Change Repurchase Price or principal amount, as applicable, of, and accrued and unpaid interest\non, such Notes (or such portions thereof), in each case as provided in this Indenture.\n\n \n\n- 29 -\n\n \n\n(D)          *Notes to Be Exchanged*. At the Close of Business on\nthe Exchange Date for any Note (or any portion thereof) to be Exchanged, such Note (or such portion) will (unless there occurs a Default in the delivery of the Exchange Consideration or interest due, pursuant to **Section 5.03(B)** or **Section\n5.02(D)**, upon such Exchange) be deemed to cease to be outstanding, except to the extent provided in **Section 5.02(D)** or **Section 5.08**.\n\n \n\n(E)          *Cessation of Accrual of Interest*. Except as\nprovided in **Section 4.02(D)**, **4.03(G)** or **5.02(D)**, interest will cease to accrue on each Note from, and including, the date that such Note is deemed, pursuant to this **Section 2.17**, to cease to be outstanding, unless\nthere occurs a Default in the payment or delivery of any cash or other property due on such Note.\n\n \n\nSection 2.18. Repurchases by the Company.\n\n \n\nWithout limiting the generality of **Section 2.14**, the Company,\nthe Parent Guarantor or their respective Subsidiaries may, from time to time, repurchase Notes in open market purchases or in negotiated transactions without delivering prior notice to Holders.\n\n \n\nSection 2.19. CUSIP and ISIN Numbers.\n\n \n\nThe Company may use one or more CUSIP or ISIN numbers to identify any of\nthe Notes, and, if so, the Company and the Trustee will use such CUSIP or ISIN number(s) in notices to Holders; *provided*, *however*, that (i) the Trustee makes no representation as to the correctness or accuracy of any such CUSIP or\nISIN number; and (ii) the effectiveness of any such notice will not be affected by any defect in, or omission of, any such CUSIP or ISIN number. The Company will promptly notify the Trustee of any change in the CUSIP or ISIN number(s) identifying any\nNotes.\n\n \n\nArticle 3. Covenants\n\n \n\nSection 3.01. Payment on Notes.\n\n \n\n(A)          *Generally*. The Company will pay or cause to be paid\nall the principal of, the Fundamental Change Repurchase Price and Redemption Price for, interest on, and other amounts due with respect to, the Notes on the dates and in the manner set forth in this Indenture.\n\n \n\n(B)          *Deposit of Funds*. Before 11:00 A.M., New York City\ntime, on each Redemption Date, Fundamental Change Repurchase Date or Interest Payment Date, and on the Maturity Date or any other date on which any cash amount is due on the Notes, the Company will deposit, or will cause there to be deposited, with\nthe Paying Agent cash, in funds immediately available on such date, sufficient to pay the cash amount due on the applicable Notes on such date. The Paying Agent will return to the Company, as soon as practicable, any money not required for such\npurpose.\n\n \n\n- 30 -\n\n \n\n**Section****3.02. Exchange Act Reports.**\n\n \n\n(A)          *Generally*. The Company will send to the Trustee\ncopies of all reports that the Parent Guarantor is required to file with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act (other than Form 8-K reports) within fifteen (15) calendar days after the date that the Parent Guarantor is\nrequired to file the same (after giving effect to all applicable grace periods under the Exchange Act); *provided*, *however*, that the Company need not send to the Trustee any material for which the Parent Guarantor has received, or is\nseeking in good faith and has not been denied, confidential treatment by the SEC. Any such report that the Parent Guarantor files with the SEC through the EDGAR system (or any successor thereto) will be deemed to be sent to the Trustee at the time\nsuch report is so filed via the EDGAR system (or such successor). Upon the request of any Holder, the Trustee will provide to such Holder a copy of any report that the Company has sent the Trustee pursuant to this **Section 3.02(A)**, other than\na report that is deemed to be sent to the Trustee pursuant to the preceding sentence.\n\n \n\nThe “grace periods” referred to in the preceding paragraph with respect\nto any report will include the maximum period afforded by Rule 12b-25 (or any successor rule thereto) under the Exchange Act regardless of whether the Parent Guarantor files, or indicates in the related Form 12b-25 (or any successor form thereto)\nthat Parent Guarantor expects to or will file, such report before the expiration of such maximum period. For the avoidance of doubt, if the Parent Guarantor fails to file with the SEC any report pursuant to Section 13(a) or 15(d) of the Exchange Act\n(other than Form 8-K reports) on or before the date that the Parent Guarantor is required to file the same (after giving effect to all applicable grace periods under the Exchange Act), then such failure will not constitute a Default with respect to\nthe covenant set forth in this **Section 3.02(A)** at any time before the lapsing of the fifteen (15) calendar days referred to in the first sentence of this **Section 3.02(A)**.\n\n \n\n(B)          *Trustee’s Disclaimer*. The Trustee need not\ndetermine whether the Parent Guarantor has filed any material via the EDGAR system (or such successor). The sending or filing of reports pursuant to **Section 3.02(A)** will not be deemed to constitute actual or constructive notice to the Trustee\nof any information contained, or determinable from information contained, therein, including the Company’s or the Parent Guarantor’s compliance with any of its covenants under this Indenture.\n\n \n\nSection 3.03. Rule 144A Information.\n\n \n\nAt any time when any Notes or shares of Common Stock issuable upon\nExchange of the Notes are outstanding and constitute “restricted securities” (as defined in Rule 144), the Company and the Parent Guarantor (or any of their successors, as applicable) will promptly provide, to the Trustee and, upon written request,\nto any Holder, beneficial owner or prospective purchaser of such Notes or shares, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or shares pursuant to Rule 144A,\nbut only to the extent the same is required for such Notes or shares to be eligible for resale pursuant to Rule 144A.\n\n \n\n- 31 -\n\n \n\nSection 3.04. Additional Interest.\n\n \n\n(A)          *Accrual of Additional Interest*. Additional\nInterest, if any, will accrue on any Note on each day, and in the circumstances, set forth in the Registration Rights Agreement, if any, relating to such Note. For the avoidance of doubt, no Additional Interest will accrue on any Notes issued\npursuant to **Section 2.03(B)** and with respect to which no Registration Rights Agreement has been executed and delivered.\n\n \n\n(B)           *Amount and Payment of Additional Interest*. Any\nAdditional Interest that accrues on a Note pursuant to **Section 3.04(A)**will be payable on the same dates and in the same manner as the Stated Interest on such Note and will accrue at a rate per annum equal to one quarter of one percent\n(0.25%) of the principal amount thereof for the first ninety (90) days on which Additional Interest accrues and, thereafter, at a rate per annum equal to one half of one percent (0.50%) of the principal amount thereof; *provided*, *however*,\nthat in no event will Additional Interest, together with any Special Interest, accrue on any day on a Note at a combined rate per annum that exceeds one half of one percent (0.50%). For the avoidance of doubt, any Additional Interest that accrues on\na Note will be in addition to the Stated Interest that accrues on such Note and, subject to the proviso of the immediately preceding sentence, in addition to any Special Interest that accrues on such Note.\n\n \n\n(C)           *Notice of Accrual of Additional Interest; Trustee’s\nDisclaimer*. The Company will send notice to the Holder of each Note (or, in the case of Additional Interest accruing on a portion (and not the entire principal amount) of any outstanding Global Note in accordance with the Registration Rights\nAgreement for such Global Note, to the applicable beneficial holder(s) of such Global Note (as identified in the related Notice and Questionnaire(s))), and to the Trustee, of the commencement and termination of any period in which Additional Interest\naccrues on such Note. In addition, if Additional Interest accrues on any Note, then, no later than five (5) Business Days before each date on which such Additional Interest is to be paid, the Company will deliver an Officer’s Certificate to the\nTrustee and the Paying Agent stating (i) that the Company is obligated to pay Additional Interest on such Note on such date of payment; and (ii) the amount of such Additional Interest that is payable on such date of payment. The Trustee (x) will have\nno duty to determine whether any Additional Interest is payable or the amount thereof; and (y) may assume (without inquiry) that no Additional Interest is payable unless and until the Company delivers such Officer’s Certificate.\n\n \n\nSection 3.05. Maturity Premium.\n\n \n\n(A)          *Generally*. If (i) a Note is Exchanged with an\nExchange Date that is after March 17, 2031; (ii) the Exchange Consideration for such Exchange includes any whole share(s) of Common Stock; and (iii) a Registration Default Event occurs or is continuing with respect to such share(s) at any time during\nthe period after the Regular Record Date immediately preceding the Maturity Date and on or before the Maturity Date (or, if the Maturity Date is not a Business Day, the next Business Day), then, subject to **Section 2.04(A)**, the interest\npayment due on such Note in respect of the Interest Payment Date occurring on the Maturity Date will be increased by a cash amount (such cash amount, the “**Maturity Premium**”) equal to three percent (3%) of the principal amount of such Note. For\nthe avoidance of doubt, (i) the Maturity Premium, if any, will be payable in the same manner as the interest payment due in respect of the Interest Payment Date occurring on the Maturity Date; and (ii) accordingly, if a Maturity Premium is payable\nwith respect to any Note, then, pursuant to **Section 5.02(D)**, all Holders of such Note as of the Close of Business on the Regular Record Date immediately before the Maturity Date will receive such Maturity Premium regardless of whether such\nNotes have been Exchanged after such Regular Record Date.\n\n \n\n- 32 -\n\n \n\n(B)           *Notice of Maturity Premium; Trustee’s Disclaimer*.\nThe Company will promptly send notice to the Holder of each Note, and to the Trustee, of the occurrence of any event obligating the Company to pay a Maturity Premium on such Note. The Trustee will have no duty to determine whether any Maturity\nPremium is payable or the amount thereof.\n\n \n\nSection 3.06. Compliance and Default Certificates.\n\n \n\n(A)          *Annual Compliance Certificate*. Within ninety (90)\ndays after the last day of each fiscal year of the Company, beginning with the first such fiscal year ending after the date of this Indenture, the Company will deliver an Officer’s Certificate to the Trustee stating (i) that the signatory thereto has\nsupervised a review of the activities of the Company and its Subsidiaries during such fiscal year with a view towards determining whether any Default has occurred; and (ii) whether, to such signatory’s knowledge, a Default has occurred or is\ncontinuing (and, if so, describing all such Defaults and what action the Company is taking or proposes to take with respect thereto).\n\n \n\n(B)          *Default Certificate*. If a Default occurs, then the\nCompany will, within thirty (30) days after its first occurrence, deliver an Officer’s Certificate to the Trustee describing the same and what action the Company is taking or proposes to take with respect thereto; *provided*, *however*,\nthat the Company will not be required to deliver such Officer’s Certificate at any time after such Default is cured or waived.\n\n \n\nSection 3.07. Stay, Extension and Usury Laws.\n\n \n\nTo the extent that it may lawfully do so, the Company (A) agrees that it\nwill 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 or whenever enacted or in force) that may affect the covenants or the performance of this\nIndenture; and (B) expressly waives all benefits or advantages of any such law and agrees that it will not, by resort to any such law, hinder, delay or impede the execution of any power granted to the Trustee by this Indenture, but will suffer and\npermit the execution of every such power as though no such law has been enacted.\n\n \n\nSection 3.08. Acquisition of Notes by the Company and its Affiliates.\n\n \n\nWithout limiting the generality of **Section 2.17**, Notes that the\nCompany, the Parent Guarantor or any of their respective Subsidiaries have purchased or otherwise acquired will be deemed to remain outstanding (except to the extent provided in **Section 2.15**) until such time as such Notes are delivered to the\nTrustee for cancellation.\n\n \n\n- 33 -\n\n \n\nArticle 4. Repurchase and Redemption\n\n \n\nSection 4.01. No Sinking Fund.\n\n \n\nNo sinking fund is required to be provided for the Notes.\n\n \n\nSection 4.02. Right of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change.\n\n \n\n(A)          *Right of Holders to Require the Company to Repurchase\nNotes Upon a Fundamental Change*. Subject to the other terms of this **Section 4.02**, if a Fundamental Change occurs, then each Holder will have the right (the “**Fundamental Change Repurchase Right**”) to require the Company to\nrepurchase such Holder’s Notes (or any portion thereof in an Authorized Denomination) on the Fundamental Change Repurchase Date for such Fundamental Change for a cash purchase price equal to the Fundamental Change Repurchase Price.\n\n \n\n(B)          *Repurchase Prohibited in Certain Circumstances*. If\nthe principal amount of the Notes has been accelerated and such acceleration has not been rescinded on or before the Fundamental Change Repurchase Date for a Repurchase Upon Fundamental Change (including as a result of the payment of the related\nFundamental Change Repurchase Price, and any related interest pursuant to the proviso to the first sentence of **Section 4.02(D)**, on such Fundamental Change Repurchase Date), then (i) the Company may not repurchase any Notes pursuant to this **Section\n\n4.02**; and (ii) the Company will cause any Notes theretofore surrendered for such Repurchase Upon Fundamental Change to be returned to the Holders thereof (or, if applicable with respect to Global Notes, cancel any instructions for book-entry\ntransfer to the Company, the Trustee or the Paying Agent of the applicable beneficial interest in such Notes in accordance with the Depositary Procedures).\n\n \n\n(C)          *Fundamental Change Repurchase Date*. The Fundamental\nChange Repurchase Date for any Fundamental Change will be a Business Day of the Company’s choosing that is no more than thirty five (35), nor less than twenty (20), Business Days after the date the Company sends the related Fundamental Change Notice\npursuant to **Section 4.02(E)**.\n\n \n\n(D) *         Fundamental Change Repurchase Price*. The\nFundamental Change Repurchase Price for any Note to be repurchased upon a Repurchase Upon Fundamental Change following a Fundamental Change is an amount in cash equal to the principal amount of such Note plus accrued and unpaid interest on such Note\nto, but excluding, the Fundamental Change Repurchase Date for such Fundamental Change; *provided*, *however*, that if such Fundamental Change Repurchase Date is after a Regular Record Date and on or before the next Interest Payment Date,\nthen (i) the Holder of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding such Repurchase Upon Fundamental Change, to receive, on or, at the Company’s election, before such Interest Payment Date, the\nunpaid interest that would have accrued on such Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding through such Interest Payment Date, if such Fundamental Change Repurchase\nDate is before such Interest Payment Date); and (ii) the Fundamental Change Repurchase Price will not include accrued and unpaid interest on such Note to, but excluding, such Fundamental Change Repurchase Date. For the avoidance of doubt, if an\nInterest Payment Date is not a Business Day within the meaning of **Section 2.05(C)** and such Fundamental Change Repurchase Date occurs on the Business Day immediately after such Interest Payment Date, then (x) accrued and unpaid interest on\nNotes to, but excluding, such Interest Payment Date will be paid, in accordance with **Section 2.05(C)**, on the next Business Day to Holders as of the Close of Business on the immediately preceding Regular Record Date; and (y) the Fundamental\nChange Repurchase Price will include interest on Notes to be repurchased from, and including, such Interest Payment Date.\n\n \n\n- 34 -\n\n \n\n(E)           *Fundamental Change Notice*. On or before the\ntwentieth (20th) calendar day after the effective date of a Fundamental Change, the Company will send to each Holder, the Trustee, the Exchange Agent and the Paying Agent a notice of such Fundamental Change (a “**Fundamental Change Notice**”).\n\n \n\nSuch Fundamental Change Notice must state:\n\n \n\n(i)            briefly, the events causing such Fundamental\nChange;\n\n \n\n(ii)           the effective date of such Fundamental Change;\n\n \n\n(iii)          the procedures that a Holder must follow to\nrequire the Company to repurchase its Notes pursuant to this **Section 4.02**, including the deadline for exercising the Fundamental Change Repurchase Right and the procedures for submitting and withdrawing a Fundamental Change Repurchase Notice;\n\n \n\n(iv)          the Fundamental Change Repurchase Date for such\nFundamental Change;\n\n \n\n(v)           the Fundamental Change Repurchase Price per\n$1,000 principal amount of Notes for such Fundamental Change (and, if such Fundamental Change Repurchase Date is after a Regular Record Date and on or before the next Interest Payment Date, the amount, manner and timing of the interest payment\npayable pursuant to the proviso to the first sentence of **Section 4.02(D)**);\n\n \n\n(vi)          the name and address of the Paying Agent and the\nExchange Agent;\n\n \n\n(vii)         the Exchange Rate in effect on the date of such\nFundamental Change Notice and a description and quantification of any adjustments to the Exchange Rate that may result from such Fundamental Change (including pursuant to **Section 5.07**);\n\n \n\n(viii)        that Notes for which a Fundamental Change\nRepurchase Notice has been duly tendered and not duly withdrawn must be delivered to the Paying Agent for the Holder thereof to be entitled to receive the Fundamental Change Repurchase Price;\n\n \n\n(ix)           that Notes (or any portion thereof) that are\nsubject to a Fundamental Change Repurchase Notice that has been duly tendered may be Exchanged only if such Fundamental Change Repurchase Notice is withdrawn in accordance with this Indenture; and\n\n \n\n(x)            the CUSIP and ISIN numbers, if any, of the\nNotes.\n\n \n\n- 35 -\n\n \n\nNeither the failure to deliver a Fundamental Change Notice nor any\ndefect in a Fundamental Change Notice will limit the Fundamental Change Repurchase Right of any Holder or otherwise affect the validity of any proceedings relating to any Repurchase Upon Fundamental Change.\n\n \n\n(F)           *Procedures to Exercise the Fundamental Change\nRepurchase Right*.\n\n \n\n(i)            *Delivery of Fundamental Change Repurchase\nNotice and Notes to Be Repurchased*. To exercise its Fundamental Change Repurchase Right for a Note following a Fundamental Change, the Holder thereof must deliver to the Paying Agent:\n\n \n\n(1)           before the Close of Business on the Business Day\nimmediately before the related Fundamental Change Repurchase Date (or such later time as may be required by law), a duly completed, written Fundamental Change Repurchase Notice with respect to such Note; and\n\n \n\n(2)           such Note, duly endorsed for transfer (if such\nNote is a Physical Note) or by book-entry transfer (if such Note is a Global Note).\n\n \n\nThe Paying Agent will promptly deliver to the Company a copy of each Fundamental\nChange Repurchase Notice that it receives.\n\n \n\n(ii)           *Contents of Fundamental Change Repurchase\nNotices*. Each Fundamental Change Repurchase Notice with respect to a Note must state:\n\n \n\n(1)           if such Note is a Physical Note, the certificate\nnumber of such Note;\n\n \n\n(2)           the principal amount of such Note to be\nrepurchased, which must be an Authorized Denomination; and\n\n \n\n(3)           that such Holder is exercising its Fundamental\nChange Repurchase Right with respect to such principal amount of such Note;\n\n \n\n*provided*, *however*, that if such Note is a Global Note, then such\nFundamental Change Repurchase Notice must comply with the Depositary Procedures (and any such Fundamental Change Repurchase Notice delivered in compliance with the Depositary Procedures will be deemed to satisfy the requirements of this **Section\n4.02(F)**).\n\n \n\n(iii)          *Withdrawal of Fundamental Change Repurchase\nNotice*. A Holder that has delivered a Fundamental Change Repurchase Notice with respect to a Note may withdraw such Fundamental Change Repurchase Notice by delivering a written notice of withdrawal to the Paying Agent at any time before the\nClose of Business on the Business Day immediately before the related Fundamental Change Repurchase Date. Such withdrawal notice must state:\n\n \n\n(1)           if such Note is a Physical Note, the certificate\nnumber of such Note;\n\n \n\n- 36 -\n\n \n\n(2)           the principal amount of such Note to be withdrawn,\nwhich must be an Authorized Denomination; and\n\n \n\n(3)           the principal amount of such Note, if any, that\nremains subject to such Fundamental Change Repurchase Notice, which must be an Authorized Denomination;\n\n \n\n*provided*, *however*, that if such Note is a Global Note, then such\nwithdrawal notice must comply with the Depositary Procedures (and any such withdrawal notice delivered in compliance with the Depositary Procedures will be deemed to satisfy the requirements of this **Section 4.02(F)**).\n\n \n\nUpon receipt of any such withdrawal notice with respect to a Note (or any portion\nthereof), the Paying Agent will (x) promptly deliver a copy of such withdrawal notice to the Company; and (y) if such Note is surrendered to the Paying Agent, cause such Note (or such portion thereof in accordance with **Section 2.11**, treating\nsuch Note as having been then surrendered for partial repurchase in the amount set forth in such withdrawal notice as remaining subject to repurchase) to be returned to the Holder thereof (or, if applicable with respect to any Global Note, cancel any\ninstructions for book-entry transfer to the Company, the Trustee or the Paying Agent of the applicable beneficial interest in such Note in accordance with the Depositary Procedures).\n\n \n\n(G)           *Payment of the Fundamental Change Repurchase Price*.\nWithout limiting the Company’s obligation to deposit the Fundamental Change Repurchase Price within the time proscribed by **Section 3.01(B)**, the Company will cause the Fundamental Change Repurchase Price for a Note (or portion thereof) to be\nrepurchased pursuant to a Repurchase Upon Fundamental Change to be paid to the Holder thereof on or before the later of (i) the applicable Fundamental Change Repurchase Date; and (ii) the date (x) such Note is delivered to the Paying Agent (in the\ncase of a Physical Note) or (y) the Depositary Procedures relating to the repurchase, and the delivery to the Paying Agent, of such Holder’s beneficial interest in such Note to be repurchased are complied with (in the case of a Global Note). For the\navoidance of doubt, interest payable pursuant to the proviso to the first sentence of **Section 4.02(D)**on any Note to be repurchased pursuant to a Repurchase Upon Fundamental Change must be paid pursuant to such proviso regardless of whether\nsuch Note is delivered or such Depositary Procedures are complied with pursuant to the first sentence of this **Section 4.02(G)**.\n\n \n\n(H)          *Third Party May Conduct Repurchase Offer In Lieu of the\nCompany*. Notwithstanding anything to the contrary in this **Section 4.02**, the Company will be deemed to satisfy its obligations under this **Section 4.02** if (i) one or more third parties conduct any Repurchase Upon Fundamental\nChange and related offer to repurchase Notes otherwise required by this **Section 4.02**in a manner that would have satisfied the requirements of this **Section 4.02** if conducted directly by the Company; and (ii) an owner of a beneficial\ninterest in any Note repurchased by such third party or parties will not receive a lesser amount (as a result of withholding or other similar taxes) than such owner would have received had the Company repurchased such Note.\n\n \n\n(I) *           No Requirement to Conduct an Offer to Repurchase\nNotes if the Fundamental Change Results in the Notes Becoming Exchangeable into an Amount of Cash Exceeding the Fundamental Change Repurchase Price*. Notwithstanding anything to the contrary in this **Section 4.02**, the Company will not be\nrequired to send a Fundamental Change Notice pursuant to **Section 4.02(E)**, or offer to repurchase or repurchase any Notes pursuant to this **Section 4.02**, in connection with a Common Stock Change Event that constitutes a Fundamental\nChange pursuant to **clause (B)(ii)** of the definition thereof (regardless of whether such Common Stock Change Event also constitutes a Fundamental Change pursuant to any other clause of such definition), if (i) the Reference Property of such\nCommon Stock Change Event consists entirely of cash in U.S. dollars; (ii) immediately after such Fundamental Change, the Notes become Exchangeable, pursuant to **Section 5.09(A)** and, if applicable, **Section 5.07**, into consideration that\nconsists solely of U.S. dollars in an amount per $1,000 aggregate principal amount of Notes that equals or exceeds the Fundamental Change Repurchase Price per $1,000 aggregate principal amount of Notes (calculated assuming that the same includes\naccrued and unpaid interest to, but excluding, the latest possible Fundamental Change Repurchase Date for such Fundamental Change); and (iii) the Company timely sends the notice relating to such Fundamental Change required pursuant to **Section\n5.01(C)(i)(3)(b)**and includes, in such notice, a statement that the Company is relying on this **Section 4.02(I)**.\n\n \n\n- 37 -\n\n \n\n(J)           *Compliance with Applicable Securities Laws*. To the\nextent applicable, the Company will comply, in all material respects, with all federal and state securities laws in connection with a Repurchase Upon Fundamental Change (including complying with Rules 13e-4 and 14e-1 under the Exchange Act and filing\nany required Schedule TO, to the extent applicable) so as to permit effecting such Repurchase Upon Fundamental Change in the manner set forth in this Indenture; *provided*, *however*, that, to the extent that the Company’s obligations\npursuant to this **Section 4.02** conflict with any law or regulation that is applicable to the Company and enacted after the Issue Date, the Company’s compliance with such law or regulation will not be considered to be a Default of such\nobligations.\n\n \n\n(K)           *Repurchase in Part*. Subject to the terms of this **Section\n\n4.02**, Notes may be repurchased pursuant to a Repurchase Upon Fundamental Change in part, but only in Authorized Denominations. Provisions of this **Section 4.02** applying to the repurchase of a Note in whole will equally apply to the\nrepurchase of a permitted portion of a Note.\n\n \n\nSection 4.03. Right of the Company to Redeem the Notes.\n\n \n\n(A)         *No Right to Redeem Before June 20, 2029 Except Pursuant\nto a REIT Preservation Redemption.* The Company may not redeem the Notes at its option pursuant to this **Section 4.03** at any time before June 20, 2029, except pursuant to a REIT Preservation Redemption.\n\n \n\n(B)           *Right to Redeem the Notes on or After June 20, 2029.*\nSubject to the terms of this **Section 4.03** (including **Section 4.03(D)**), the Company has the right, at its election, to redeem all, or any portion in an Authorized Denomination, of the Notes, at any time, and from time to time, on a\nRedemption Date on or after June 20, 2029 and on or before the twenty fifth (25th) Scheduled Trading Day immediately before the Maturity Date, for a cash purchase price equal to the Redemption Price, but only if (i) the Liquidity Conditions have been\nsatisfied; and (ii) the Last Reported Sale Price per share of Common Stock exceeds one hundred and thirty percent (130%) of the Exchange Price on (x) each of at least twenty (20) Trading Days (whether or not consecutive) during the thirty (30)\nconsecutive Trading Days ending on, and including, the Trading Day immediately before the Redemption Notice Date for such Redemption; and (y) the Trading Day immediately before such Redemption Notice Date. For the avoidance of doubt, the calling of\nany Notes for Redemption pursuant to the preceding sentence will constitute a Make-Whole Fundamental Change with respect to such Notes pursuant to **clause (B)** of the definition thereof.\n\n \n\n- 38 -\n\n \n\n(C)           *REIT Preservation Redemption*. Subject to the terms\nof this **Section 4.03** (including **Section 4.03(D)**), and without limiting the Company’s right to redeem any Notes pursuant to **Section 4.03(B)**, the Company has the right, at its election, to redeem all, or any portion in an\nAuthorized Denomination, of the Notes, at any time, and from time to time, for a cash purchase price equal to the Redemption Price, to the extent necessary to preserve the Parent Guarantor’s status as a real estate investment trust for U.S. federal\nincome tax purposes, as reasonably determined by the Parent Guarantor’s Board of Directors, *provided* the Liquidity Conditions have been satisfied. For the avoidance of doubt, the calling of any Notes for Redemption pursuant to the preceding\nsentence will constitute a Make-Whole Fundamental Change with respect to such Notes pursuant to **clause (B)** of the definition thereof.\n\n \n\n(D)          *Partial Redemption Limitation*. The Company will not\ncall less than all of the outstanding Notes for Redemption unless the excess of the principal amount of Notes outstanding as of the time the Company sends the related Redemption Notice over the aggregate principal amount of Notes set forth in such\nRedemption Notice as being subject to such Redemption is at least one hundred million dollars ($100,000,000).\n\n \n\n(E)           *Redemption Prohibited in Certain Circumstances*. If\nthe principal amount of the Notes has been accelerated and such acceleration has not been rescinded on or before the Redemption Date (including as a result of the payment of the related Redemption Price, and any related interest pursuant to the\nproviso to the first sentence of **Section 4.03(G)**, on such Redemption Date), then (i) the Company may not call for Redemption or otherwise redeem any Notes pursuant to this **Section 4.03**; and (ii) the Company will cause any Notes\ntheretofore surrendered for such Redemption to be returned to the Holders thereof (or, if applicable with respect to Global Notes, cancel any instructions for book-entry transfer to the Company, the Trustee or the Paying Agent of the applicable\nbeneficial interests in such Notes in accordance with the Depositary Procedures).\n\n \n\n(F)           *Redemption Date*. The Redemption Date for any\nRedemption will be a Business Day of the Company’s choosing that is no more than fifty (50), nor less than thirty (30), Scheduled Trading Days after the Redemption Notice Date for such Redemption.\n\n \n\n(G)          *Redemption Price*. The Redemption Price for any Note\ncalled for Redemption is an amount in cash equal to the principal amount of such Note plus accrued and unpaid interest on such Note to, but excluding, the Redemption Date for such Redemption; *provided*, *however*, that if such Redemption\nDate is after a Regular Record Date and on or before the next Interest Payment Date, then (i) the Holder of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding such Redemption, to receive, on or, at the\nCompany’s election, before such Interest Payment Date, the unpaid interest that would have accrued on such Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding through such\nInterest Payment Date, if such Redemption Date is before such Interest Payment Date); and (ii) the Redemption Price will not include accrued and unpaid interest on such Note to, but excluding, such Redemption Date. For the avoidance of doubt, if an\nInterest Payment Date is not a Business Day within the meaning of **Section 2.05(C)** and such Redemption Date occurs on the Business Day immediately after such Interest Payment Date, then (x) accrued and unpaid interest on Notes to, but\nexcluding, such Interest Payment Date will be paid, in accordance with **Section 2.05(C)**, on the next Business Day to Holders as of the Close of Business on the immediately preceding Regular Record Date; and (y) the Redemption Price will\ninclude interest on Notes to be redeemed from, and including, such Interest Payment Date.\n\n \n\n- 39 -\n\n \n\n(H)          *Redemption Notice*. To call any Notes for\nRedemption, the Company must send to each Holder of such Notes a written notice of such Redemption (a “**Redemption Notice**”).\n\n \n\nSuch Redemption Notice must state:\n\n \n\n(i)            that such Notes have been called for\nRedemption, briefly describing the Company’s Redemption right under this Indenture;\n\n \n\n(ii)           the Redemption Date for such Redemption;\n\n \n\n(iii)          the Redemption Price per $1,000 principal\namount of Notes for such Redemption (and, if the Redemption Date is after a Regular Record Date and on or before the next Interest Payment Date, the amount, manner and timing of the interest payment payable pursuant to the proviso to the first\nsentence of **Section 4.03(G)**);\n\n \n\n(iv)          the name and address of the Paying Agent and the\nExchange Agent;\n\n \n\n(v)           that Notes called for Redemption may be\nExchanged at any time before the Close of Business on the second (2nd) Business Day immediately before the Redemption Date (or, if the Company fails to pay the Redemption Price due on such Redemption Date in full, at any time until such time as the\nCompany pays such Redemption Price in full);\n\n \n\n(vi)          the Exchange Rate in effect on the Redemption\nNotice Date for such Redemption and a description and quantification of any adjustments to the Exchange Rate that may result from such Redemption (including pursuant to **Section 5.07**);\n\n \n\n(vii)         the Settlement Method that will apply to all\nExchanges of Notes with an Exchange Date that occurs on or after such Redemption Notice Date and on or before the second (2nd) Business Day before such Redemption Date; and\n\n \n\n(viii)        the CUSIP and ISIN numbers, if any, of the\nNotes.\n\n \n\nOn or before the Redemption Notice Date, the Company will send a copy of\nsuch Redemption Notice to the Trustee, the Exchange Agent and the Paying Agent.\n\n \n\n- 40 -\n\n \n\n(I)            *Selection and Exchange of Notes to Be Redeemed in\nPart*.\n\n \n\n(i)            If less than all Notes then outstanding are\ncalled for Redemption, then the Notes to be redeemed will be selected by the Company as follows: (1) in the case of Global Notes, in accordance with the Depositary Procedures; and (2) in the case of Physical Notes, pro rata, by lot or by such other\nmethod the Company considers fair and appropriate.\n\n \n\n(ii)            If only a portion of a Note is subject to\nRedemption and such Note is Exchanged in part, then the Exchanged portion of such Note will be deemed to be from the portion of such Note that was subject to Redemption.\n\n \n\n(J)            *Payment of the Redemption Price*. Without limiting\nthe Company’s obligation to deposit the Redemption Price by the time proscribed by **Section 3.01(B)**, the Company will cause the Redemption Price for a Note (or portion thereof) subject to Redemption to be paid to the Holder thereof on or\nbefore the applicable Redemption Date. For the avoidance of doubt, interest payable pursuant to the proviso to the first sentence of **Section 4.03(G)** on any Note (or portion thereof) subject to Redemption must be paid pursuant to such proviso.\n\n \n\n(K)          *Special Provisions for Partial Calls*. If the\nCompany elects to redeem less than all of the outstanding Notes pursuant to this **Section 4.03**, and the Holder of any Note, or any owner of a beneficial interest in any Global Note, is reasonably not able to determine, before the Close of\nBusiness on the twenty seventh (27th) Scheduled Trading Day immediately before the Redemption Date for such Redemption, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Redemption, then such Holder or owner,\nas applicable, will be entitled to Exchange such Note or beneficial interest, as applicable, at any time before the Close of Business on the second (2nd) Business Day immediately before such Redemption Date, and each such Exchange will be deemed to\nbe of a Note called for Redemption for purposes of this **Section 4.03** and **Sections 5.01(C)(i)(4)**and **5.07**. For the avoidance of doubt, each reference in this Indenture or the Notes to (x) any Note that is called for Redemption\n(or similar language) includes any Note that is deemed to be called for Redemption pursuant to this **Section 4.03(K)**; and (y) any Note that is not called for Redemption (or similar language) excludes any Note that is deemed to be called for\nRedemption pursuant to this **Section 4.03(K)**.\n\n \n\n(L)           *Repurchases or Other Acquisitions Other Than by\nRedemption Not Affected*. For the avoidance of doubt, nothing in this **Section 4.03** will limit or otherwise apply to any repurchase or other acquisition, by the Company or its Affiliates, or any other Person, of any Notes not by\nRedemption (including in open market transactions, private or public tender or exchange offers or otherwise).\n\n \n\nArticle 5. The Exchange of Notes\n\n \n\nSection 5.01. Right to Exchange.\n\n \n\n(A)          *Generally*. Subject to the provisions of this **Article\n\n5**, each Holder may, at its option, Exchange such Holder’s Notes into Exchange Consideration.\n\n \n\n(B)          *Exchanges in Part*. Subject to the terms of this\nIndenture, Notes may be Exchanged in part, but only in Authorized Denominations. Provisions of this **Article 5** applying to the Exchange of a Note in whole will equally apply to Exchanges of a permitted portion of a Note.\n\n \n\n- 41 -\n\n \n\n(C)           *When Notes May Be Exchanged*.\n\n \n\n(i)            *Generally*. Subject to **Section\n5.01(C)(ii)**, a Note may be Exchanged only in the following circumstances:\n\n \n\n(1)           *Exchange Upon Satisfaction of Common Stock\nSale Price Condition*. A Holder may Exchange its Notes during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on September 30, 2026, if the Last Reported Sale Price per share of Common\nStock exceeds one hundred and thirty percent (130%) of the Exchange Price for each of at least twenty (20) Trading Days (whether or not consecutive) during the thirty (30) consecutive Trading Days ending on, and including, the last Trading Day of the\nimmediately preceding calendar quarter.\n\n \n\n(2)           *Exchange Upon Satisfaction of Note Trading\nPrice Condition*. A Holder may Exchange its Notes during the five (5) consecutive Business Days immediately after any ten (10) consecutive Trading Day period (such ten (10) consecutive Trading Day period, the “**Measurement Period**”) if the\nTrading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the procedures set forth below, for each Trading Day of the Measurement Period was less than ninety eight percent (98%) of the\nproduct of the Last Reported Sale Price per share of Common Stock on such Trading Day and the Exchange Rate on such Trading Day. The condition set forth in the preceding sentence is referred to in this Indenture as the “**Trading Price Condition**.”\n\n \n\nThe Trading Price will be determined by the Bid Solicitation Agent pursuant to this\n**Section 5.01(C)(i)(2)** and the definition of “Trading Price.” The Bid Solicitation Agent (if not the Company) will have no obligation to determine the Trading Price of the Notes unless the Company has requested such determination in writing,\nand the Company will have no obligation to make such request (or seek bids itself) unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than ninety eight percent (98%)\nof the product of the Last Reported Sale Price per share of Common Stock and the Exchange Rate. If a Holder provides such evidence, then the Company will (if acting as Bid Solicitation Agent), or will instruct the Bid Solicitation Agent to, determine\nthe Trading Price of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to ninety eight percent (98%) of the product of the Last\nReported Sale Price per share of Common Stock on such Trading Day and the Exchange Rate on such Trading Day. If the Trading Price Condition has been met as set forth above, then the Company will notify the Holders, the Trustee and the Exchange Agent\nof the same. If, on any Trading Day after the Trading Price Condition has been met as set forth above, the Trading Price per $1,000 principal amount of Notes is greater than or equal to ninety eight percent (98%) of the product of the Last Reported\nSale Price per share of Common Stock on such Trading Day and the Exchange Rate on such Trading Day, then the Company will notify the Holders, the Trustee and the Exchange Agent of the same.\n\n \n\n- 42 -\n\n \n\n(3)            *Exchange Upon Specified Corporate Events*.\n\n \n\n(a)           *Certain Distributions*. If, before March\n17, 2031, the Parent Guarantor elects to:\n\n \n\n(I)           distribute, to all or substantially all holders of\nCommon Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan, so long as such rights have not separated from the Common Stock and are not exercisable until the occurrence of a triggering event, except\nthat such rights will be deemed to be distributed under this **clause (I)** upon their separation from the Common Stock or upon the occurrence of such triggering event) entitling them, for a period of not more than sixty (60) calendar days after\nthe record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending\non, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of **Section 5.05(A)(ii)**); or\n\n \n\n(II)         distribute, to all or substantially all holders of\nCommon Stock, assets or securities of the Parent Guarantor or rights to purchase the Parent Guarantor’s securities, which distribution per share of Common Stock has a value, as reasonably determined by the Parent Guarantor’s Board of Directors,\nexceeding ten percent (10%) of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced,\n\n \n\nthen, in either case, (x) the Company will send notice of such distribution, and\nof the related right to Exchange Notes, to Holders, the Trustee and the Exchange Agent at least thirty (30) Scheduled Trading Days before the Ex-Dividend Date for such distribution (or, if later in the case of any such separation of rights issued\npursuant to a stockholder rights plan or the occurrence of any such triggering event under a stockholder rights plan, as soon as reasonably practicable after the Company becomes aware that such separation or triggering event has occurred or will\noccur); and (y) once the Company has sent such notice, Holders may Exchange their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Parent Guarantor’s announcement that\nsuch distribution will not take place; *provided*, *however*, that the Notes will not become Exchangeable pursuant to **clause (y)** above (but the Company will be required to send notice of such distribution pursuant to **clause\n(x)** above) on account of such distribution if each Holder participates, at the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to Exchange such Holder’s\nNotes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Exchange Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by\nsuch Holder on such record date.\n\n \n\n- 43 -\n\n \n\n(b)          *Certain Corporate Events*. If a\nFundamental Change, Make-Whole Fundamental Change (other than a Make-Whole Fundamental Change pursuant to **clause (B)** of the definition thereof) or Common Stock Change Event occurs (other than a merger or other business combination transaction\nthat is effected solely to change the Company’s or the Parent Guarantor’s jurisdiction of organization and that does not constitute a Fundamental Change or a Make-Whole Fundamental Change), then, in each case, Holders may Exchange their Notes at any\ntime from, and including, the effective date of such transaction or event to, and including, the thirty fifth (35th) Trading Day after such effective date (or, if such transaction or event also constitutes a Fundamental Change (other than an Exempted\nFundamental Change), to, but excluding, the related Fundamental Change Repurchase Date); *provided*, *however*, that if the Company does not provide the notice referred to in the immediately following sentence by the Business Day after\nsuch effective date, then the last day on which the Notes are Exchangeable pursuant to this sentence will be extended by the number of Business Days from, and including, the Business Day after such effective date to, but excluding, the date the\nCompany provides such notice. No later than the Business Day after such effective date, the Company will send notice to the Holders, the Trustee and the Exchange Agent of such transaction or event, such effective date and the related right to\nExchange Notes.\n\n \n\n(4)           *Exchange Upon Redemption*. If the Company\ncalls any Note for Redemption, then the Holder of such Note may Exchange such Note at any time before the Close of Business on the second (2nd) Business Day immediately before the related Redemption Date (or, if the Company fails to pay the\nRedemption Price due on such Redemption Date in full, at any time until such time as the Company pays such Redemption Price in full).\n\n \n\n(5)            *Exchanges During Free Exchangeability Period*.\nA Holder may Exchange its Notes at any time from, and including, March 17, 2031 until the Close of Business on the second (2nd) Scheduled Trading Day immediately before the Maturity Date.\n\n \n\n- 44 -\n\n \n\nFor the avoidance of doubt, the Notes may become Exchangeable pursuant to any one\nor more of the preceding sub-paragraphs of this **Section 5.01(C)(i)** and the Notes ceasing to be Exchangeable pursuant to a particular sub-paragraph of this **Section 5.01(C)(i)**will not preclude the Notes from being Exchangeable\npursuant to any other sub-paragraph of this **Section 5.01(C)(i)**.\n\n \n\n(ii)            *Limitations and Closed Periods*.\nNotwithstanding anything to the contrary in this Indenture or the Notes:\n\n \n\n(1)           Notes may be surrendered for Exchange only after\nthe Open of Business and before the Close of Business on a day that is a Business Day;\n\n \n\n(2)           in no event may any Note be Exchanged after the\nClose of Business on the second (2nd) Scheduled Trading Day immediately before the Maturity Date;\n\n \n\n(3)            if the Company calls any Note for Redemption\npursuant to **Section 4.03**, then the Holder of such Note may not Exchange such Note after the Close of Business on the second (2nd) Business Day immediately before the applicable Redemption Date, except to the extent the Company fails to pay\nthe Redemption Price for such Note in accordance with this Indenture; and\n\n \n\n(4)           if a Fundamental Change Repurchase Notice is\nvalidly delivered pursuant to **Section 4.02(F)** with respect to any Note, then such Note may not be Exchanged, except to the extent (a) such Note is not subject to such notice; (b) such notice is withdrawn in accordance with **Section 4.02(F)**;\nor (c) the Company fails to pay the Fundamental Change Repurchase Price for such Note in accordance with this Indenture.\n\n \n\n(D)          *Ownership Limit*. Notwithstanding any other\nprovision of this Indenture or the Notes, no Holder of Notes will be entitled to receive any shares of Common Stock following Exchange of such Notes to the extent (but only to the extent) that receipt of such Common Stock would cause such Holder\n(either directly or after application of the constructive ownership rules set forth in the definitions of “Beneficial Ownership” and “Constructive Ownership” in the Parent Guarantor Charter) to exceed the Ownership Limit; *provided*, *however*,\nthat subject to the conditions set forth in the Parent Guarantor Charter, the Board of Directors of the Parent Guarantor may exempt a Holder from the Ownership Limit as provided in the Parent Guarantor Charter. If the Company elects to settle any\nattempted Exchange of Notes by paying or delivering, as applicable, a combination of cash and shares of Common Stock, and such Exchange would result in the delivery of the Common Stock in violation of the Ownership Limit, then such Exchange will be\nvoid to the extent (but only to the extent) of the number of shares of Common Stock that would cause such violation, and the related Notes (or portion thereof) will be returned to the Holder as promptly as practicable. The Company will not have any\nfurther obligation to the Holder of such Notes with respect to such voided Exchange, and such Notes (or portion thereof) will be treated as if they had not been submitted for Exchange. The Company’s failure to deliver any Exchange Consideration\notherwise due upon the Exchange of any Note will not constitute a Default under this Indenture to extent such failure is to comply with the limitations set forth in this **Section 5.01(D)**. The Trustee will have no obligation to monitor\ncompliance with this **Section 5.01(D)** or any ownership limits upon the transfer or Exchange of Notes.\n\n \n\n- 45 -\n\n \n\nSection 5.02. Exchange Procedures.\n\n \n\n(A)          *Generally*.\n\n \n\n(i)            *Global Notes*. To Exchange a beneficial\ninterest in a Global Note that is Exchangeable pursuant to **Section 5.01(C)**, the owner of such beneficial interest must (1) comply with the Depositary Procedures for Exchanging such beneficial interest (at which time such Exchange will become\nirrevocable); and (2) pay any amounts due pursuant to **Section 5.02(D)** or **Section 5.02(E)**.\n\n \n\n(ii)           *Physical Notes*. To Exchange all or a\nportion of a Physical Note that is Exchangeable pursuant to **Section 5.01(C)**, the Holder of such Note must (1) complete, manually sign and deliver to the Exchange Agent the Exchange Notice attached to such Physical Note or a facsimile of such\nExchange Notice; (2) deliver such Physical Note to the Exchange Agent (at which time such Exchange will become irrevocable); (3) furnish any endorsements and transfer documents that the Company or the Exchange Agent may require; and (4) pay any\namounts due pursuant to **Section 5.02(D)** or **Section 5.02(E)**.\n\n \n\n(B)           *Effect of Exchanging a Note*. At the Close of\nBusiness on the Exchange Date for a Note (or any portion thereof) to be Exchanged, such Note (or such portion) will (unless there occurs a Default in the delivery of the Exchange Consideration or interest due, pursuant to **Section 5.03(B)** or **5.02(D)**,\nupon such Exchange) be deemed to cease to be outstanding (and, for the avoidance of doubt, no Person will be deemed to be a Holder of such Note (or such portion thereof) as of the Close of Business on such Exchange Date), except to the extent\nprovided in **Section 5.02(D)**.\n\n \n\n(C)           *Holder of Record of Exchange Shares*. The Person in\nwhose name any share of Common Stock is issuable upon Exchange of any Note will be deemed to become the holder of record of such share as of the Close of Business on the last VWAP Trading Day of the Observation Period for such Exchange.\n\n \n\n(D)          *Interest Payable Upon Exchange in Certain Circumstances*.\nIf the Exchange Date of a Note is after a Regular Record Date and before the next Interest Payment Date, then (i) the Holder of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding such Exchange (and, for\nthe avoidance of doubt, notwithstanding anything set forth in the proviso to this sentence), to receive, on or, at the Company’s election, before such Interest Payment Date, the unpaid interest that would have accrued on such Note to, but excluding,\nsuch Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding through such Interest Payment Date); and (ii) the Holder surrendering such Note for Exchange must deliver to the Exchange Agent, at the time of such\nsurrender, an amount of cash equal to the amount of such interest referred to in **clause (i)** above; *provided*, *however*, that the Holder surrendering such Note for Exchange need not deliver such cash (v) if the Company has\nspecified a Redemption Date that is after such Regular Record Date and on or before the second (2nd) Business Day immediately after such Interest Payment Date; (w) if such Exchange Date occurs after the Regular Record Date immediately before the\nMaturity Date; (x) if the Company has specified a Fundamental Change Repurchase Date that is after such Regular Record Date and on or before the Business Day immediately after such Interest Payment Date; or (y) to the extent of any Additional\nInterest, Special Interest, overdue interest or interest that has accrued on any overdue interest. For the avoidance of doubt, as a result of, and without limiting the generality of, the foregoing, if a Note is Exchanged with an Exchange Date that is\nafter the Regular Record Date immediately before the Maturity Date, then the Company will pay, as provided above, the interest that would have accrued on such Note to, but excluding, the Maturity Date. For the avoidance of doubt, if the Exchange Date\nof a Note to be Exchanged is on an Interest Payment Date, then the Holder of such Note at the Close of Business on the Regular Record Date immediately before such Interest Payment Date will be entitled to receive, on such Interest Payment Date, the\nunpaid interest that has accrued on such Note to, but excluding, such Interest Payment Date, and such Note, when surrendered for Exchange, need not be accompanied by any cash amount pursuant to the first sentence of this **Section 5.02(D)**.\n\n \n\n- 46 -\n\n \n\n(E)           *Taxes and Duties*. If a Holder Exchanges a Note,\nthe Company will pay any documentary, stamp or similar issue or transfer tax or duty due on the issue or delivery of any shares of Common Stock upon such Exchange; *provided*, *however*, that if any tax or duty is due because such Holder\nrequested such shares to be registered in a name other than such Holder’s name, then such Holder will pay such tax or duty and, until having received a sum sufficient to pay such tax or duty, the Exchange Agent may refuse to deliver any such shares\nto be issued in a name other than that of such Holder.\n\n \n\n(F)           *Exchange Agent to Notify Company of Exchanges*. If\nany Note is submitted for Exchange to the Exchange Agent or the Exchange Agent receives any notice of Exchange with respect to a Note, then the Exchange Agent will promptly notify the Company and the Trustee of such occurrence, together with any\nother information reasonably requested by the Company, and will cooperate with the Company to determine the Exchange Date for such Note.\n\n \n\nSection 5.03. Settlement Upon Exchange.\n\n \n\n(A)          *Settlement Method*. Subject to **Section 5.03(D)**,\nupon the Exchange of any Note, the Company will settle such Exchange by paying or delivering, as applicable and as provided in this **Article 5**, either (x) solely cash as provided in **Section 5.03(B)(i)(1)** (a “**Cash Settlement**”);\nor (y) a combination of cash and shares of Common Stock, together, if applicable, with cash in lieu of fractional shares as provided in **Section 5.03(B)(i)(2)** (a “**Combination Settlement**”).\n\n \n\n(i)            *The Company’s Right to Elect Settlement\nMethod*. The Company will have the right to elect the Settlement Method applicable to any Exchange of a Note; *provided*, *however*, that:\n\n \n\n(1)           subject to **clause (3)** below, all Exchanges\nof Notes with an Exchange Date that occurs on or after March 17, 2031 will be settled using the same Settlement Method, and the Company will send notice of such Settlement Method to Holders no later than the Open of Business on March 17, 2031;\n\n \n\n- 47 -\n\n \n\n(2)           subject to **clause (3)** below, if the\nCompany elects a Settlement Method with respect to the Exchange of any Note whose Exchange Date occurs before March 17, 2031, then the Company will send notice of such Settlement Method to the Holder of such Note no later than the Close of Business\non the Business Day immediately after such Exchange Date;\n\n \n\n(3)           if any Notes are called for Redemption, then (a)\nthe Company will specify, in the related Redemption Notice (and, in the case of a Redemption of less than all outstanding Notes, in a notice simultaneously sent to all Holders of Notes not called for Redemption) sent pursuant to **Section 4.03(H)**,\nthe Settlement Method that will apply to all Exchanges of Notes with an Exchange Date that occurs on or after the related Redemption Notice Date and on or before the second (2nd) Business Day before the related Redemption Date; and (b) if such\nRedemption Date occurs on or after March 17, 2031, then such Settlement Method must be the same Settlement Method that, pursuant to **clause (1)** above, applies to all Exchanges of Notes with an Exchange Date that occurs on or after March 17,\n2031;\n\n \n\n(4)           the Company will use the same Settlement Method\nfor all Exchanges of Notes with the same Exchange Date (and, for the avoidance of doubt, the Company will not be obligated to use the same Settlement Method with respect to Exchanges of Notes with different Exchange Dates, except as provided in **clause\n\n(1)** or **(3)** above);\n\n \n\n(5)           if the Company does not timely elect a Settlement\nMethod with respect to the Exchange of a Note, then the Company will be deemed to have elected the Default Settlement Method (and, for the avoidance of doubt, the failure to timely make such election will not constitute a Default or Event of\nDefault); and\n\n \n\n(6)           if the Company timely elects Combination\nSettlement with respect to the Exchange of a Note but does not timely notify the Holder of such Note of the applicable Specified Dollar Amount, then the Specified Dollar Amount for such Exchange will be deemed to be $1,000 per $1,000 principal amount\nof Notes (and, for the avoidance of doubt, the failure to timely send such notification will not constitute a Default or Event of Default).\n\n \n\nAt or before the time the Company sends any notice referred to in the preceding\nsentence, the Company will send a copy of such notice to the Trustee and the Exchange Agent, but the failure to timely send such copy will not affect the validity of any Settlement Method election.\n\n \n\n(ii)           *The Company’s Right to Irrevocably Fix or\nEliminate Settlement Methods*. The Company will have the right, exercisable at its election by sending notice of such exercise to the Holders (with a copy to the Trustee and the Exchange Agent), to (1) irrevocably fix the Settlement Method that\nwill apply to all Exchanges of Notes with an Exchange Date that occurs on or after the date such notice is sent to Holders; or (2) irrevocably eliminate any one or more (but not all) Settlement Methods (including eliminating Combination Settlement\nwith a particular Specified Dollar Amount or range of Specified Dollar Amounts) with respect to all Exchanges of Notes with an Exchange Date that occurs on or after the date such notice is sent to Holders, *provided*, in each case, that (v) in\nno event will the Company elect (whether directly or by eliminating all other Settlement Methods) Combination Settlement with a Specified Dollar Amount that is less than $1,000 per $1,000 principal amount of Notes; (w) the Settlement Method so\nelected pursuant to **clause (1)** above, or the Settlement Method(s) remaining after any elimination pursuant to **clause (2)** above, as applicable, must be a Settlement Method or Settlement Method(s), as applicable, that the Company is\nthen permitted to elect (for the avoidance of doubt, including pursuant to, and subject to, the other provisions of this **Section 5.03(A)**); (x) no such irrevocable election will affect any Settlement Method theretofore elected (or deemed to be\nelected) with respect to any Note pursuant to this Indenture (including pursuant to **Section 8.01(G)** or this **Section 5.03(A)**); (y) upon any such irrevocable election pursuant to **clause (1)** above, the Default Settlement Method\nwill automatically be deemed to be set to the Settlement Method so fixed; and (z) upon any such irrevocable election pursuant to **clause (2)** above, the Company will, if needed, simultaneously change the Default Settlement Method to a\nSettlement Method that is consistent with such irrevocable election. Such notice, if sent, must set forth the applicable Settlement Method(s) so elected or eliminated, as applicable, and the Default Settlement Method applicable immediately after such\nelection, and expressly state that the election is irrevocable and applicable to all Exchanges of Notes with an Exchange Date that occurs on or after the date such notice is sent to Holders. For the avoidance of doubt, such an irrevocable election,\nif made, will be effective without the need to amend this Indenture or the Notes, including pursuant to **Section 8.01(G)** (it being understood, however, that the Company may nonetheless choose to execute such an amendment at its option).\n\n \n\n- 48 -\n\n \n\n(iii)          *Requirement to Publicly Disclose the Fixed\nor Default Settlement Method.* If the Company changes the Default Settlement Method pursuant to **clause (x)** of the proviso to the definition of such term or irrevocably fixes the Settlement Method(s) pursuant to **Section 5.03(A)(ii)**,\nthen the Company will, substantially concurrently therewith, either post the Default Settlement Method or fixed Settlement Method(s), as applicable, on its website or disclose the same in a Current Report on Form 8-K (or any successor form) that is\nfiled with, or furnished to, the SEC.\n\n \n\n(B)           *Exchange Consideration*.\n\n \n\n(i)            *Generally*. Subject to **Sections\n5.01(D)**, **5.03(B)(ii)**, **5.03(B)(iii)** and **5.09(A)(2)**, the type and amount of consideration (the “**Exchange Consideration**”) due in respect of each $1,000 principal amount of a Note to be Exchanged will be as follows:\n\n \n\n(1)            if Cash Settlement applies to such Exchange, cash\nin an amount equal to the sum of the Daily Exchange Values for each VWAP Trading Day in the Observation Period for such Exchange; or\n\n \n\n- 49 -\n\n \n\n(2)           if Combination Settlement applies to such\nExchange, consideration consisting of (a) a number of shares of Common Stock equal to the sum of the Daily Share Amounts for each VWAP Trading Day in the Observation Period for such Exchange; and (b) an amount of cash equal to the sum of the Daily\nCash Amounts for each VWAP Trading Day in such Observation Period.\n\n \n\n(ii)           *Cash in Lieu of Fractional Shares*. If\nCombination Settlement applies to the Exchange of any Note and the number of shares of Common Stock deliverable pursuant to **Section 5.03(B)(i)** upon such Exchange is not a whole number, then such number will be rounded down to the nearest\nwhole number and the Company will deliver, in addition to the other consideration due upon such Exchange, cash in lieu of the related fractional share in an amount equal to the product of (1) such fraction and (2) the Daily VWAP on the last VWAP\nTrading Day of the Observation Period for such Exchange.\n\n \n\n(iii) *         Exchange of Multiple Notes by a Single\nHolder*. If a Holder Exchanges more than one (1) Note on a single Exchange Date, then the Exchange Consideration due in respect of such Exchange will (in the case of any Global Note, to the extent permitted by, and practicable under, the\nDepositary Procedures) be computed based on the total principal amount of Notes Exchanged on such Exchange Date by such Holder.\n\n \n\n(iv)          *Notice of Calculation of Exchange\nConsideration*. If any Note is to be Exchanged, then the Company will determine the Exchange Consideration due thereupon promptly following the last VWAP Trading Day of the applicable Observation Period and will promptly thereafter send notice\nto the Trustee and the Exchange Agent of the same and the calculation thereof in reasonable detail. Neither the Trustee nor the Exchange Agent will have any duty to make any such determination.\n\n \n\n(C)          *Delivery of the Exchange Consideration*. Except as\nset forth in **Sections 5.01(D)**, **5.05(D)** and **5.09**, the Company will pay or deliver, as applicable, the Exchange Consideration due upon the Exchange of any Note to the Holder on or before the second (2nd) Business Day immediately\nafter the last VWAP Trading Day of the Observation Period for such Exchange.\n\n \n\n(D)          *Deemed Payment of Principal and Interest; Settlement of\nAccrued Interest Notwithstanding Exchange*. If a Holder Exchanges a Note, then the Company will not adjust the Exchange Rate to account for any accrued and unpaid interest on such Note, and, except as provided in **Section 5.02(D)**, the\nCompany’s delivery of the Exchange Consideration due in respect of such Exchange will be deemed to fully satisfy and discharge the Company’s obligation to pay the principal of, and accrued and unpaid interest, if any, on, such Note to, but excluding\nthe Exchange Date. As a result, except as provided in **Section 5.02(D)**, any accrued and unpaid interest on an Exchanged Note will be deemed to be paid in full rather than cancelled, extinguished or forfeited. In addition, subject to **Section\n\n5.02(D)**, if the Exchange Consideration for a Note consists of both cash and shares of Common Stock, then accrued and unpaid interest that is deemed to be paid therewith will be deemed to be paid first out of such cash.\n\n \n\n- 50 -\n\n \n\nSection 5.04. Reserve and Status of Common Stock Issued Upon Exchange.\n\n \n\n(A)          *Stock Reserve*. At all times when any Notes are\noutstanding, the Parent Guarantor will reserve (out of its authorized and not outstanding shares of Common Stock that are not reserved for other purposes) a number of shares of Common Stock equal to the product of (i) the aggregate principal amount\n(expressed in thousands) of all then-outstanding Notes; and (ii) the Exchange Rate then in effect (assuming, for these purposes, that the Exchange Rate is increased by the maximum amount pursuant to which the Exchange Rate may be increased pursuant\nto **Section 5.07**). To the extent the Company delivers shares of Common Stock held in the Parent Guarantor’s treasury in settlement of the Exchange of any Notes, each reference in this Indenture or the Notes to the issuance of shares of Common\nStock in connection therewith will be deemed to include such delivery, *mutatis mutandis*.\n\n \n\n(B)          *Status of Exchange Shares; Listing*. Each Exchange\nShare, if any, delivered upon Exchange of any Note will be a newly issued or treasury share (except that any Exchange Share delivered by a designated financial institution pursuant to **Section 5.08**need not be a newly issued or treasury\nshare) and will be duly authorized, validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Holder of\nsuch Note or the Person to whom such Exchange Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Company will use commercially reasonable efforts to cause\neach Exchange Share, when delivered upon Exchange of any Note, to be admitted for listing on such exchange or quotation on such system.\n\n \n\nSection 5.05. Adjustments to the Exchange Rate.\n\n \n\n(A)          *Events Requiring an Adjustment to the Exchange Rate*.\nThe Exchange Rate will be adjusted from time to time as follows:\n\n \n\n(i)           *Stock Dividends, Splits and Combinations*.\nIf the Parent Guarantor issues solely shares of Common Stock as a dividend or distribution on all or substantially all shares of the Common Stock, or if the Parent Guarantor effects a stock split or a stock combination of the Common Stock (in each\ncase excluding an issuance solely pursuant to a Common Stock Change Event, as to which **Section 5.09** will apply), then the Exchange Rate will be adjusted based on the following formula:\n\n \n\n \n\nwhere:\n\n \n\n*ER0*\n=\nthe Exchange Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately before the Open of Business\non the effective date of such stock split or stock combination, as applicable;\n\n \n\n*ER1*\n=\nthe Exchange Rate in effect immediately after the Open of Business on such Ex-Dividend Date or effective date, as applicable;\n\n \n\n- 51 -\n\n \n\n*OS0*\n=\nthe number of shares of Common Stock outstanding immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable, without giving effect\nto such dividend, distribution, stock split or stock combination; and\n\n \n\n*OS1*\n=\nthe number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, stock split or stock combination.\n\n \n\nIf any dividend, distribution, stock split or stock combination of the type\ndescribed in this **Section 5.05(A)(i)** is declared or announced, but not so paid or made, then the Exchange Rate will be readjusted, effective as of the date the Parent Guarantor’s Board of Directors determines not to pay such dividend or\ndistribution or to effect such stock split or stock combination, to the Exchange Rate that would then be in effect had such dividend, distribution, stock split or stock combination not been declared or announced.\n\n \n\n(ii)           *Rights, Options and Warrants*. If the\nParent Guarantor distributes, to all or substantially all holders of Common Stock, rights, options or warrants (other than rights issued or otherwise distributed pursuant to a stockholder rights plan, as to which **Sections 5.05(A)(iii)(1)** and\n**5.05(F)** will apply) entitling such holders, for a period of not more than sixty (60) calendar days after the record date of such distribution, to subscribe for or purchase shares of Common Stock at a price per share that is less than the\naverage of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced, then the Exchange Rate will be\nincreased based on the following formula:\n\n \n\n \n\nwhere:\n\n \n\n*ER0*\n=\nthe Exchange Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution;\n\n \n\n*ER1*\n=\nthe Exchange Rate in effect immediately after the Open of Business on such Ex-Dividend Date;\n\n \n\n*OS*\n=\nthe number of shares of Common Stock outstanding immediately before the Open of Business on such\nEx-Dividend Date;\n\n \n\n*X*\n=\nthe total number of shares of Common Stock issuable pursuant to such rights, options or warrants;\nand\n\n \n\n- 52 -\n\n \n\n*Y*\n=\na number of shares of Common Stock obtained by dividing (x) the aggregate price payable to exercise\nsuch rights, options or warrants by (y) the average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is\nannounced.\n\n \n\nTo the extent such rights, options or warrants are not so distributed, the\nExchange Rate will be readjusted to the Exchange Rate that would then be in effect had the increase to the Exchange Rate for such distribution been made on the basis of only the rights, options or warrants, if any, actually distributed. In addition,\nto the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants (including as a result of such rights, options or warrants not being exercised), the Exchange Rate will be readjusted to the Exchange\nRate that would then be in effect had the increase to the Exchange Rate for such distribution been made on the basis of delivery of only the number of shares of Common Stock actually delivered upon exercise of such rights, options or warrants.\n\n \n\nFor purposes of this **Section 5.05(A)(ii)** and **Section\n5.01(C)(i)(3)(a)(I)**, in determining whether any rights, options or warrants entitle holders of Common Stock to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices\nper share of Common Stock for the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date the distribution of such rights, options or warrants is announced, and in determining the aggregate price\npayable to exercise such rights, options or warrants, there will be taken into account any consideration the Parent Guarantor receives for such rights, options or warrants and any amount payable on exercise thereof, with the value of such\nconsideration, if not cash, to be determined by the Company in good faith and in a commercially reasonable manner.\n\n \n\n(iii)          *Spin-Offs and Other Distributed Property*.\n\n \n\n(1)           *Distributions Other than Spin-Offs*. If the\nParent Guarantor distributes shares of its Capital Stock, evidences of its indebtedness or other assets or property of the Parent Guarantor, or rights, options or warrants to acquire Capital Stock of the Parent Guarantor or other securities, to all\nor substantially all holders of the Common Stock, excluding:\n\n \n\n(u)           dividends, distributions, rights, options or\nwarrants for which an adjustment to the Exchange Rate is required (or would be required without regard to **Section 5.05(C)**) pursuant to **Section 5.05(A)(i)** or **5.05(A)(ii)**;\n\n \n\n(v)          dividends or distributions paid exclusively in\ncash for which an adjustment to the Exchange Rate is required (or would be required assuming the Dividend Threshold were zero and without regard to **Section 5.05(C)**) pursuant to **Section 5.05(A)(iv)**;\n\n \n\n- 53 -\n\n \n\n(w)          rights issued or otherwise distributed pursuant\nto a stockholder rights plan, except to the extent provided in **Section 5.05(F)**;\n\n \n\n(x)           Spin-Offs for which an adjustment to the\nExchange Rate is required (or would be required without regard to **Section 5.05(C)**) pursuant to **Section 5.05(A)(iii)(2)**;\n\n \n\n(y)           a distribution solely pursuant to a tender offer\nor exchange offer for shares of Common Stock, as to which **Section 5.05(A)(v)**will apply; and\n\n \n\n(z)           a distribution solely pursuant to a Common Stock\nChange Event, as to which **Section 5.09** will apply,\n\n \n\nthen the Exchange Rate will be increased based on the following formula:\n\n \n\n \n\nwhere:\n\n \n\n*ER0*\n=\nthe Exchange Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution;\n\n \n\n*ER1*\n=\nthe Exchange Rate in effect immediately after the Open of Business on such Ex-Dividend Date;\n\n \n\n*SP*\n=\nthe average of the Last Reported Sale Prices per share of Common Stock for the ten (10) consecutive\nTrading Days ending on, and including, the Trading Day immediately before such Ex-Dividend Date; and\n\n \n\n*FMV*\n=\nthe fair market value (as determined by the Company in good faith and in a commercially reasonable\nmanner), as of such Ex-Dividend Date, of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants distributed per share of Common Stock pursuant to such distribution;\n\n \n\n*provided*, *however*, that if *FMV* is equal to or greater than *SP*,\nthen, in lieu of the foregoing adjustment to the Exchange Rate, each Holder will receive, for each $1,000 principal amount of Notes held by such Holder on the record date for such distribution, at the same time and on the same terms as holders of\nCommon Stock, and without having to Exchange such Notes, the amount and kind of shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants that such Holder would have received in such distribution if such Holder\nhad owned, on such record date, a number of shares of Common Stock equal to the Exchange Rate in effect on such record date.\n\n \n\n- 54 -\n\n \n\nTo the extent such distribution is not so paid or made, the Exchange Rate will be\nreadjusted to the Exchange Rate that would then be in effect had the adjustment been made on the basis of only the distribution, if any, actually made or paid.\n\n \n\n(2)           *Spin-Offs*. If the Parent Guarantor\ndistributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to an Affiliate, a Subsidiary or other business unit of the Parent Guarantor to all or substantially all holders of the Common Stock\n(other than solely pursuant to (x) a Common Stock Change Event, as to which **Section 5.09** will apply; or (y) a tender offer or exchange offer for shares of Common Stock, as to which **Section 5.05(A)(v)** will apply), and such Capital\nStock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “**Spin-Off**”), then the Exchange Rate will be increased based on the following\nformula:\n\n \n\n \n\nwhere:\n\n \n\n*ER0*\n=\nthe Exchange Rate in effect immediately before the Close of Business on the last Trading Day of the Spin-Off Valuation Period for such Spin-Off;\n\n \n\n*ER1*\n=\nthe Exchange Rate in effect immediately after the Close of Business on the last Trading Day of the Spin-Off Valuation Period;\n\n \n\n*FMV*\n=\nthe product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital\nStock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “**Spin-Off Valuation Period**”) beginning on, and including, the Ex-Dividend Date for such Spin-Off (such average to be determined\nas if references to Common Stock in the definitions of Last Reported Sale Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital\nStock or equity interests distributed per share of Common Stock in such Spin-Off; and\n\n \n\n*SP*\n=\nthe average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the\nSpin-Off Valuation Period.\n\n \n\nNotwithstanding anything to the contrary in this **Section 5.05(A)(iii)(2)**, if\nany VWAP Trading Day of the Observation Period for a Note to be Exchanged occurs during the Spin-Off Valuation Period for such Spin-Off, then, solely for purposes of determining the Exchange Rate for such VWAP Trading Day for such Exchange, such\nSpin-Off Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such VWAP Trading Day.\n\n \n\n- 55 -\n\n \n\nTo the extent any dividend or distribution of the type set forth in this **Section\n5.05(A)(iii)(2)** is declared but not made or paid, the Exchange Rate will be readjusted to the Exchange Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or\npaid.\n\n \n\n(iv)          *Cash Dividends or Distributions*. If any\ncash dividend or distribution is made to all or substantially all holders of Common Stock (other than a regular quarterly cash dividend that does not exceed the Dividend Threshold per share of Common Stock), then the Exchange Rate will be increased\nbased on the following formula:\n\n \n\n \n\nwhere:\n\n \n\n*ER0*\n=\nthe Exchange Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution;\n\n \n\n*ER1*\n=\nthe Exchange Rate in effect immediately after the Open of Business on such Ex-Dividend Date;\n\n \n\n*SP*\n=\nthe Last Reported Sale Price per share of Common Stock on the Trading Day immediately before such\nEx-Dividend Date;\n\n \n\n*T*\n=\nan amount (subject to the proviso below, the “**Dividend Threshold**”) initially equal to $0.26\nper share of Common Stock; *provided*, *however*, that (x) if such dividend or distribution is not a regular quarterly cash dividend on the Common Stock, then *T* will be deemed to be zero dollars ($0.00) per share of Common\nStock with respect to such dividend or distribution; and (y) the Dividend Threshold will be adjusted in the same manner as, and at the same time and for the same events for which, the Exchange Price is adjusted as a result of the operation of **Section\n\n5.05(A)** (other than this **Section 5.05(A)(iv)**); and\n\n \n\n*D*\n=\nthe cash amount distributed per share of Common Stock in such dividend or distribution;\n\n \n\n*provided*, *however*, that if *D* is equal to or greater than *SP*,\nthen, in lieu of the foregoing adjustment to the Exchange Rate, each Holder will receive, for each $1,000 principal amount of Notes held by such Holder on the record date for such dividend or distribution, at the same time and on the same terms as\nholders of Common Stock, and without having to Exchange such Notes, the amount of cash that such Holder would have received in such dividend or distribution if such Holder had owned, on such record date, a number of shares of Common Stock equal to\nthe Exchange Rate in effect on such record date.\n\n \n\n- 56 -\n\n \n\nTo the extent such dividend or distribution is declared but not made or paid, the\nExchange Rate will be readjusted to the Exchange Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.\n\n \n\n(v)          *Tender Offers or Exchange Offers*. If the\nCompany, Parent Guarantor or any their respective Subsidiaries makes a payment in respect of a tender offer or exchange offer for shares of Common Stock (other than solely pursuant to an odd-lot tender offer pursuant to Rule 13e-4(h)(5) under the\nExchange Act), and the value (determined as of the Expiration Time by the Company in good faith and in a commercially reasonable manner) of the cash and other consideration paid per share of Common Stock in such tender or exchange offer exceeds the\nLast Reported Sale Price per share of Common Stock on the Trading Day immediately after the last date (the “**Expiration Date**”) on which tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended), then the\nExchange Rate will be increased based on the following formula:\n\n \n\n \n\nwhere:\n\n \n\n*ER0*\n=\nthe Exchange Rate in effect immediately before the Close of Business on the last Trading Day of the Tender/Exchange Offer Valuation Period for such tender or exchange\noffer;\n\n \n\n*ER1*\n=\nthe Exchange Rate in effect immediately after the Close of Business on the last Trading Day of the Tender/Exchange Offer Valuation Period;\n\n \n\n*AC*\n=\nthe aggregate value (determined as of the time (the “**Expiration Time**”) such tender or\nexchange offer expires by the Company in good faith and in a commercially reasonable manner) of all cash and other consideration paid for shares of Common Stock purchased or exchanged in such tender or exchange offer;\n\n \n\n*OS0*\n=\nthe number of shares of Common Stock outstanding immediately before the Expiration Time (including all shares of Common Stock accepted for purchase or exchange in such\ntender or exchange offer);\n\n \n\n*OS1*\n=\nthe number of shares of Common Stock outstanding immediately after the Expiration Time (excluding all shares of Common Stock accepted for purchase or exchange in such\ntender or exchange offer); and\n\n \n\n- 57 -\n\n \n\n*SP*\n=\nthe average of the Last Reported Sale Prices per share of Common Stock over the ten (10) consecutive\nTrading Day period (the “**Tender/Exchange Offer Valuation Period**”) beginning on, and including, the Trading Day immediately after the Expiration Date;\n\n \n\n*provided*, *however*, that the Exchange Rate will in no event be\nadjusted down pursuant to this **Section 5.05(A)(v)**, except to the extent provided in the immediately following paragraph. Notwithstanding anything to the contrary in this **Section 5.05(A)(v)**, if any VWAP Trading Day of the Observation\nPeriod for a Note to be Exchanged occurs during the Tender/Exchange Offer Valuation Period for such tender or exchange offer, then, solely for purposes of determining the Exchange Rate for such VWAP Trading Day for such Exchange, such Tender/Exchange\nOffer Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Trading Day immediately after the Expiration Date for such tender or exchange offer to, and including, such VWAP Trading Day.\n\n \n\nTo the extent such tender or exchange offer is announced but not consummated\n(including as a result of being precluded from consummating such tender or exchange offer under applicable law), or any purchases or exchanges of shares of Common Stock in such tender or exchange offer are rescinded, the Exchange Rate will be\nreadjusted to the Exchange Rate that would then be in effect had the adjustment been made on the basis of only the purchases or exchanges of shares of Common Stock, if any, actually made, and not rescinded, in such tender or exchange offer.\n\n \n\n(B)           *No Adjustments in Certain Cases*.\n\n \n\n(i)            *Where Holders Participate in the\nTransaction or Event Without Exchange*. Notwithstanding anything to the contrary in **Section 5.05(A)**, the Company will not be obligated to adjust the Exchange Rate on account of a transaction or other event otherwise requiring an\nadjustment pursuant to **Section 5.05(A)** (other than a stock split or combination of the type set forth in **Section 5.05(A)(i)** or a tender or exchange offer of the type set forth in **Section 5.05(A)(v)**) if each Holder\nparticipates, at the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder of Notes, in such transaction or event without having to Exchange such Holder’s Notes and as if such Holder held a number of\nshares of Common Stock equal to the product of (i) the Exchange Rate in effect on the related record date; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such date.\n\n \n\n(ii)           *Certain Events*. The Company will not be\nrequired to adjust the Exchange Rate except as provided in **Section 5.05** or **Section 5.07**. Without limiting the foregoing, the Company will not be obligated to adjust the Exchange Rate on account of:\n\n \n\n(1)           except as otherwise provided in **Section 5.05**,\nthe sale of shares of Common Stock for a purchase price that is less than the market price per share of Common Stock or less than the Exchange Price;\n\n \n\n- 58 -\n\n \n\n(2)           the issuance of any shares of Common Stock\npursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Parent Guarantor’s securities and the investment of additional optional amounts in shares of Common Stock under any such plan;\n\n \n\n(3)           the issuance of any shares of Common Stock or\noptions or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of, or assumed by, the Company, the Parent Guarantor or any of their respective Subsidiaries;\n\n \n\n(4)           the issuance of any shares of Common Stock\npursuant to any option, warrant, right or convertible or exchangeable security of the Company or the Parent Guarantor outstanding as of the Issue Date;\n\n \n\n(5)           solely a change in the par value of the Common\nStock; or\n\n \n\n(6)           accrued and unpaid interest on the Notes.\n\n \n\n(C)          *Adjustment Deferral*. If an adjustment to the\nExchange Rate otherwise required by this **Article 5** would result in a change of less than one percent (1%) to the Exchange Rate, then, notwithstanding anything to the contrary in this **Article 5**, the Company may, at its election, defer\nand carry forward such adjustment, except that all such deferred adjustments must be given effect immediately upon the earliest of the following: (i) when all such deferred adjustments would, had they not been so deferred and carried forward, result\nin a change of at least one percent (1%) to the Exchange Rate; (ii) the Exchange Date of, or any VWAP Trading Day of an Observation Period for, any Note; (iii) the date a Fundamental Change or Make-Whole Fundamental Change occurs; (iv) the date the\nCompany calls any Notes for Redemption; and (v) March 17, 2031.\n\n \n\n(D)          *Adjustments Not Yet Effective*. Notwithstanding\nanything to the contrary in this Indenture or the Notes, if:\n\n \n\n(i)            a Note is to be Exchanged pursuant to\nCombination Settlement;\n\n \n\n(ii)           the record date, effective date or Expiration\nTime for any event that requires an adjustment to the Exchange Rate pursuant to **Section 5.05(A)** has occurred on or before any VWAP Trading Day in the Observation Period for such Exchange, but an adjustment to the Exchange Rate for such event\nhas not yet become effective as of such VWAP Trading Day;\n\n \n\n(iii)          the Exchange Consideration due in respect of\nsuch VWAP Trading Day includes any whole or fractional shares of Common Stock; and\n\n \n\n(iv)          such shares are not entitled to participate in\nsuch event (because they were not held on the related record date or otherwise),\n\n \n\n- 59 -\n\n \n\nthen, solely for purposes of such Exchange, the Company will, without duplication, give\neffect to such adjustment on such VWAP Trading Day. In such case, if the date on which the Company is otherwise required to deliver the consideration due upon such Exchange is before the first date on which the amount of such adjustment can be\ndetermined, then the Company will delay the settlement of such Exchange until the second (2nd) Business Day after such first date.\n\n \n\n(E)           *Exchange Rate Adjustments Where Exchanging Holders\nParticipate in the Relevant Transaction or Event*. Notwithstanding anything to the contrary in this Indenture or the Notes, if:\n\n \n\n(i)            an Exchange Rate adjustment for any dividend or\ndistribution becomes effective on any Ex-Dividend Date pursuant to **Section 5.05(A)**;\n\n \n\n(ii)           a Note is to be Exchanged pursuant to\nCombination Settlement;\n\n \n\n(iii)          any VWAP Trading Day in the Observation Period\nfor such Exchange occurs on or after such Ex-Dividend Date and on or before the related record date;\n\n \n\n(iv)          the Exchange Consideration due in respect of\nsuch VWAP Trading Day includes any whole or fractional shares of Common Stock based on an Exchange Rate that is adjusted for such dividend or distribution; and\n\n \n\n(v)           such shares would be entitled to participate in\nsuch dividend or distribution (including pursuant to **Section 5.02(C)**),\n\n \n\nthen the Exchange Rate adjustment relating to such Ex-Dividend Date will be made for such\nExchange in respect of such VWAP Trading Day, but the shares of Common Stock issuable with respect to such VWAP Trading Day based on such adjusted Exchange Rate will not be entitled to participate in such dividend or distribution.\n\n \n\n(F)           *Stockholder Rights Plans*. If any shares of Common\nStock are to be issued upon Exchange of any Note and, at the time of such Exchange, the Parent Guarantor has in effect any stockholder rights plan, then the Holder of such Note will be entitled to receive, in addition to, and concurrently with the\ndelivery of, the Exchange Consideration otherwise payable under this Indenture upon such Exchange, the rights set forth in such stockholder rights plan, unless such rights have separated from the Common Stock at such time, in which case, and only in\nsuch case, the Exchange Rate will be adjusted pursuant to **Section 5.05(A)(iii)(1)**on account of such separation as if, at the time of such separation, the Parent Guarantor had made a distribution of the type referred to in such Section to\nall holders of the Common Stock, subject to potential readjustment in accordance with the last paragraph of **Section 5.05(A)(iii)(1)**.\n\n \n\n(G)           *Limitation on Effecting Transactions Resulting in\nCertain Adjustments*. The Company and the Parent Guarantor will not engage in or be a party to any transaction or event that would require the Exchange Rate to be adjusted pursuant to **Section 5.05(A)**or **Section 5.07** to an amount\nthat would result in the Exchange Price per share of Common Stock being less than the par value per share of Common Stock.\n\n \n\n(H)          *Equitable Adjustments to Prices*. Whenever any\nprovision of this Indenture requires the Company to calculate the average of the Last Reported Sale Prices, or any function thereof, over a period of multiple days (including to calculate the Stock Price or an adjustment to the Exchange Rate), or to\ncalculate Daily VWAPs over an Observation Period, the Company will make appropriate adjustments, if any, to such calculations to account for any adjustment to the Exchange Rate pursuant to **Section 5.05(A)** that becomes effective, or any event\nrequiring such an adjustment to the Exchange Rate where the Ex-Dividend Date or effective date, as applicable, of such event occurs, at any time during such period or Observation Period, as applicable.\n\n \n\n- 60 -\n\n \n\n(I)            *Calculation of Number of Outstanding Shares of Common\nStock*. For purposes of **Section 5.05(A)**, the number of shares of Common Stock outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock; and (ii)\nexclude shares of Common Stock held in the Parent Guarantor’s treasury (unless the Parent Guarantor pays any dividend or makes any distribution on shares of Common Stock held in its treasury).\n\n \n\n(J)            *Calculations*. All calculations with respect to\nthe Exchange Rate and adjustments thereto will be made to the nearest 1/10,000th of a share of Common Stock (with 5/100,000ths rounded upward).\n\n \n\n(K)           *Notice of Exchange Rate Adjustments*. Upon the\neffectiveness of any adjustment to the Exchange Rate pursuant to **Section 5.05(A)**, the Company will promptly send notice to the Holders, the Trustee and the Exchange Agent containing (i) a brief description of the transaction or other event on\naccount of which such adjustment was made; (ii) the Exchange Rate in effect immediately after such adjustment; and (iii) the effective time of such adjustment.\n\n \n\nSection 5.06. Voluntary Adjustments.\n\n \n\n(A)          *Generally*. To the extent permitted by law and\napplicable stock exchange rules, the Company, from time to time, may (but is not required to) increase the Exchange Rate by any amount if (i) the Company’s or the Parent Guarantor’s Board of Directors determines that such increase is either (x) in\nthe best interest of the Company or the Parent Guarantor; or (y) advisable to avoid or diminish any income tax imposed on holders of Common Stock or rights to purchase Common Stock as a result of any dividend or distribution of shares (or rights to\nacquire shares) of Common Stock or any similar event; (ii) such increase is in effect for a period of at least twenty (20) Business Days; and (iii) such increase is irrevocable during such period.\n\n \n\n(B)           *Notice of Voluntary Increases*. If the Parent\nGuarantor’s Board of Directors determines to increase the Exchange Rate pursuant to **Section 5.06(A)**, then, no later than the first Business Day of the related twenty (20) Business Day period referred to in **Section 5.06(A)**, the Company\nwill send notice to each Holder, the Trustee and the Exchange Agent of such increase, the amount thereof and the period during which such increase will be in effect.\n\n \n\n- 61 -\n\n \n\nSection 5.07. Adjustments to the Exchange Rate in Connection with a Make-Whole Fundamental Change.\n\n \n\n(A)         *Generally*. If a Make-Whole Fundamental Change occurs\nand the Exchange Date for the Exchange of a Note occurs during the related Make-Whole Fundamental Change Exchange Period, then, subject to this **Section 5.07**, the Exchange Rate applicable to such Exchange will be increased by a number of\nshares (the “**Additional Shares**”) set forth in the table below corresponding (after interpolation as provided in, and subject to, the provisions below) to the Make-Whole Fundamental Change Effective Date and the Stock Price of such Make-Whole\nFundamental Change:\n\n \n\n \n\n**Stock Price**\n\n**Make-Whole Fundamental Change Effective Date**\n\n**$25.38**\n\n**$27.00**\n\n**$30.00**\n\n**$32.36**\n\n**$37.00**\n\n**$42.07**\n\n**$44.00**\n\n**$45.00**\n\n**$46.00**\n\n**$47.00**\n\n**$48.00**\n\nJune 15, 2026\n8.4983\n6.8019\n4.4060\n3.0467\n1.3157\n0.3585\n0.1634\n0.0918\n0.0398\n0.0083\n0.0000\n\nJune 15, 2027\n8.4983\n6.7233\n4.2613\n2.8832\n1.1730\n0.2793\n0.1118\n0.0544\n0.0167\n0.0000\n0.0000\n\nJune 15, 2028\n8.4983\n6.5981\n4.0480\n2.6477\n0.9770\n0.1783\n0.0493\n0.0133\n0.0000\n0.0000\n0.0000\n\nJune 15, 2029\n8.4983\n6.3381\n3.6677\n2.2525\n0.6862\n0.0592\n0.0000\n0.0000\n0.0000\n0.0000\n0.0000\n\nJune 15, 2030\n8.4983\n6.1342\n3.0350\n1.6001\n0.2938\n0.0000\n0.0000\n0.0000\n0.0000\n0.0000\n0.0000\n\nJune 15, 2031\n8.4983\n6.1342\n2.4305\n0.0000\n0.0000\n0.0000\n0.0000\n0.0000\n0.0000\n0.0000\n0.0000\n\n \n\nIf such Make-Whole Fundamental Change Effective Date or Stock Price is\nnot set forth in the table above, then:\n\n \n\n(i)            if such Stock Price is between two Stock Prices\nin the table above or the Make-Whole Fundamental Change Effective Date is between two dates in the table above, then the number of Additional Shares will be determined by straight-line interpolation between the numbers of Additional Shares set forth\nfor the higher and lower Stock Prices in the table above or the earlier and later dates in the table above, based on a 365- or 366-day year, as applicable; and\n\n \n\n(ii)           if the Stock Price is greater than $48.00\n(subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above are adjusted pursuant to **Section 5.07(B)**), or less than $25.38 (subject to adjustment in the same manner), per share, then no\nAdditional Shares will be added to the Exchange Rate.\n\n \n\nNotwithstanding anything to the contrary in this Indenture or the Notes,\nin no event will the Exchange Rate be increased to an amount that exceeds 39.4011 shares of Common Stock per $1,000 principal amount of Notes, which amount is subject to adjustment in the same manner as, and at the same time and for the same events\nfor which, the Exchange Rate is required to be adjusted pursuant to **Section 5.05(A)**.\n\n \n\nFor the avoidance of doubt, but subject to **Section 4.03(K)**, (x)\nthe sending of a Redemption Notice will constitute a Make-Whole Fundamental Change only with respect to the Notes called for Redemption pursuant to such Redemption Notice, and not with respect to any other Notes; and (y) the Exchange Rate applicable\nto the Notes not so called for Redemption will not be subject to increase pursuant to this **Section 5.07** on account of such Redemption Notice.\n\n \n\n(B)           *Adjustment of Stock Prices and Number of Additional\nShares*. The Stock Prices in the first row (*i.e.*, the column headers) of the table set forth in **Section 5.07(A)** will be adjusted in the same manner as, and at the same time and for the same events for which, the Exchange Price is\nadjusted as a result of the operation of **Section 5.05(A)**. The numbers of Additional Shares in the table set forth in **Section 5.07(A)** will be adjusted in the same manner as, and at the same time and for the same events for which, the\nExchange Rate is adjusted pursuant to **Section 5.05(A)**.\n\n \n\n- 62 -\n\n \n\n(C)           *Notice of the Occurrence of a Make-Whole Fundamental\nChange*. The Company will notify the Holders, the Trustee and the Exchange Agent of each Make-Whole Fundamental Change (i) occurring pursuant to **clause (A)** of the definition thereof in accordance with **Section 5.01(C)(i)(3)(b)**;\nand (ii) occurring pursuant to **clause (B)** of the definition thereof in accordance with **Section 4.03(H)**.\n\n \n\nSection 5.08. Transfer of Notes to Be Exchanged to a Third Party for Settlement.\n\n \n\nNotwithstanding anything to the contrary in this **Article 5**, and\nsubject to the terms of this **Section 5.08**, if a Note is submitted for Exchange, the Company may elect to arrange to have such Note transferred, for settlement in lieu of Exchange, to a third party financial institution designated by the\nCompany that will pay and deliver, as the case may be, the consideration due upon such Exchange in lieu of the Company’s payment and delivery of the same. To make such election, the Company must send notice of such election to the Holder of such\nNote, the Trustee and the Exchange Agent before the Close of Business on the Business Day immediately following the Exchange Date for such Note. If the Company has made such election, then:\n\n \n\n(A)          no later than the Business Day immediately following such\nExchange Date, the Company must deliver (or cause the Exchange Agent to deliver) such Note, together with delivery instructions for the Exchange Consideration due upon such Exchange (including wire instructions, if applicable), to a financial\ninstitution designated by the Company that has agreed to deliver such Exchange Consideration in the manner and at the time the Company would have had to deliver the same pursuant to this **Article 5**;\n\n \n\n(B)           if such Note is a Global Note, then (i) such designated\ninstitution will send written confirmation to the Exchange Agent promptly after wiring the cash Exchange Consideration, if any, and delivering any other Exchange Consideration, due upon such Exchange to the Holder of such Note; and (ii) the Exchange\nAgent will as soon as reasonably practicable thereafter contact such Holder’s custodian with the Depositary to confirm receipt of the same; and\n\n \n\n(C)           such Note will not cease to be outstanding by reason of\nsuch transfer to a third party for settlement;\n\n \n\n*provided*, *however*, that if such financial institution does not accept such\nNote or fails to timely deliver such Exchange Consideration, then the Company will be responsible for delivering such Exchange Consideration in the manner and at the time provided in this **Article 5** as if the Company had not elected to make a\ntransfer to a third party for settlement.\n\n \n\nSection 5.09. Effect of Common Stock Change Event.\n\n \n\n(A)          *Generally*. If there occurs any:\n\n \n\n(i)            recapitalization, reclassification or change of\nthe Common Stock (other than (x) changes solely resulting from a subdivision or combination of the Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value or (z) stock splits and stock combinations\nthat do not involve the issuance of any other series or class of securities);\n\n \n\n- 63 -\n\n \n\n(ii)           consolidation, merger, combination or binding\nor statutory share exchange involving the Parent Guarantor;\n\n \n\n(iii)          sale, lease or other transfer of all or\nsubstantially all of the assets of the Parent Guarantor and its Subsidiaries, taken as a whole, to any Person; or\n\n \n\n(iv)          other similar event,\n\n \n\nand, as a result of which, the Common Stock is converted into, or is exchanged for, or\nrepresents solely the right to receive, other securities, cash or other property, or any combination of the foregoing (such an event, a “**Common Stock Change Event**,” and such other securities, cash or property, the “**Reference Property**,”\nand the amount and kind of Reference Property that a holder of one (1) share of Common Stock would be entitled to receive on account of such Common Stock Change Event (without giving effect to any arrangement not to issue or deliver a fractional\nportion of any security or other property), a “**Reference Property Unit**”), then, notwithstanding anything to the contrary in this Indenture or the Notes,\n\n \n\n(1)           from and after the effective time of such Common\nStock Change Event, (I) the Exchange Consideration due upon Exchange of any Note, and the conditions to any such Exchange, will be determined in the same manner as if each reference to any number of shares of Common Stock in this **Article 5**\n(or in any related definitions) were instead a reference to the same number of Reference Property Units; (II) for purposes of **Section 4.03**, each reference to any number of shares of Common Stock in such Section (or in any related definitions)\nwill instead be deemed to be a reference to the same number of Reference Property Units; and (III) for purposes of the definitions of “Fundamental Change” and “Make-Whole Fundamental Change,” references to “Common Stock” and the Parent Guarantor’s\n“common equity” will be deemed to refer to the common equity (including depositary receipts representing common equity), if any, forming part of such Reference Property;\n\n \n\n(2)           if such Reference Property Unit consists\nentirely of cash, then (I) each Exchange of any Note with an Exchange Date that occurs on or after the effective date of such Common Stock Change Event will be settled entirely in cash in an amount, per $1,000 principal amount of such Note being\nExchanged, equal to the product of (x) the Exchange Rate in effect on such Exchange Date (including, for the avoidance of doubt, any increase to such Exchange Rate pursuant to **Section 5.07**, if applicable); and (y) the amount of cash\nconstituting such Reference Property Unit; and (II) the Company will settle each such Exchange no later than the fifth (5th) Business Day after the relevant Exchange Date; and\n\n \n\n(3)           for these purposes, (I) the Daily VWAP of any\nReference Property Unit or portion thereof that consists of a class of common equity securities will be determined by reference to the definition of “Daily VWAP,” substituting, if applicable, the Bloomberg page for such class of securities in such\ndefinition; and (II) the Daily VWAP of any Reference Property Unit or portion thereof that does not consist of a class of common equity securities, and the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not\nconsist of a class of securities, will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith and in a commercially reasonable manner by the Company (or, in the case of cash denominated in U.S.\ndollars, the face amount thereof).\n\n \n\n- 64 -\n\n \n\nIf the Reference Property consists of more than a single type of\nconsideration to be determined based in part upon any form of stockholder election, then the composition of the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration actually received, per share\nof Common Stock, by the holders of Common Stock. The Company will notify Holders, the Trustee and the Exchange Agent of such weighted average as soon as practicable after such determination is made.\n\n \n\nAt or before the effective time of such Common Stock Change Event, the\nCompany and the resulting, surviving or transferee Person (if not the Company or the Parent Guarantor) of such Common Stock Change Event (the “**Successor Person**”) will execute and deliver to the Trustee a supplemental indenture pursuant to **Section\n\n8.01(F)**, which supplemental indenture will (x) provide for subsequent Exchanges of Notes in the manner set forth in this **Section 5.09**; (y) provide for subsequent adjustments to the Exchange Rate pursuant to **Section 5.05(A)** in a\nmanner consistent with this **Section 5.09** (including giving effect, in the good faith and reasonable discretion of the Company, to the Dividend Threshold in a manner that reflects the nature and value of the consideration comprising a\nReference Property Unit; *provided*, *however*, that if the Reference Property consists solely of non-stock consideration, then the adjusted Dividend Threshold will be zero); and (z) contain such other provisions, if any, that the Company\nreasonably determines are appropriate to preserve the economic interests of the Holders and to give effect to the provisions of this **Section 5.09(A)**. If the Reference Property includes shares of stock or other securities or assets (other than\ncash) of a Person other than the Successor Person, then such other Person will also execute such supplemental indenture and such supplemental indenture will contain such additional provisions, if any, that the Company reasonably determines are\nappropriate to preserve the economic interests of the Holders. Notwithstanding anything to the contrary in this paragraph, no such supplemental indenture is required (but the Company may nonetheless choose to execute such a supplemental indenture at\nits option) if (x) the Company or the Parent Guarantor is the resulting, surviving or transferee Person of such Common Stock Change Event; and (ii) the Reference Property of such Common Stock Change Event does not include consideration other than\ncash or securities of the Company or the Parent Guarantor.\n\n \n\n(B)           *Notice of Common Stock Change Events*. The Company\nwill provide notice of each Common Stock Change Event to Holders, the Trustee and the Exchange Agent no later than the Business Day after the effective date of such Common Stock Change Event.\n\n \n\n(C)          *Compliance Covenant*. The Parent Guarantor will not\nbecome a party to any Common Stock Change Event unless its terms are consistent with this **Section 5.09**.\n\n \n\nSection 5.10. Deemed Representation Upon Exchange.\n\n \n\nAs of the Exchange Date for the Exchange of any Note, the Holder of such\nNote will be deemed to have represented to the Company that such Holder is either a “qualified institutional buyer” (as defined in Rule 144A) or an “accredited investor” (as defined in Rule 501). A Holder’s satisfaction of the requirements set forth\nin **Section 5.02** to Exchange any Note will be deemed to constitute such Holder’s representation as provided in the preceding sentence.\n\n \n\n- 65 -\n\n \n\nArticle 6. Successors\n\n \n\nSection 6.01. When the Company May Merge, Etc.\n\n \n\n(A)         *Generally*. The Company will not consolidate with or\nmerge with or into, or (directly, or indirectly through one or more of its Subsidiaries) sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its Subsidiaries,\ntaken as a whole, to another Person (other than the Parent Guarantor) (a “**Company Business Combination Event**”), unless:\n\n \n\n(i)            the resulting, surviving or transferee Person\neither (x) is the Company or (y) if not the Company, is a corporation, limited liability company, limited partnership or other similar entity (such corporation, limited liability company, limited partnership or other similar entity, as applicable,\nthe “**Company Successor Entity**”) duly organized and existing under the laws of the United States of America, any State thereof or the District of Columbia that expressly assumes (by executing and delivering to the Trustee, at or before the\neffective time of such Company Business Combination Event, a supplemental indenture pursuant to **Section 8.01(E)**) all of the Company’s obligations under this Indenture, the Notes and each Registration Rights Agreement; and\n\n \n\n(ii)           immediately after giving effect to such\nBusiness Combination Event, no Default will have occurred and be continuing.\n\n \n\n(B)          *Delivery of Officer’s Certificate and Opinion of\nCounsel to the Trustee*. At or before the effective time of any Company Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Company Business Combination\nEvent (and, if applicable, the related supplemental indenture) comply with **Section 6.01(A)**; and (ii) all conditions precedent to such Company Business Combination Event provided in this Indenture have been satisfied.\n\n \n\nSection 6.02. Successor Entity Substituted.\n\n \n\nAt the effective time of any Company Business Combination Event that\ncomplies with **Section 6.01**, the Company Successor Entity (if not the Company) will succeed to, and may exercise every right and power of, the Company under this Indenture and the Notes with the same effect as if such Company Successor Entity\nhad been named as the Company in this Indenture and the Notes, and, except in the case of a lease, the predecessor Company will be discharged from its obligations under this Indenture, the Notes and (unless the Underlying Security immediately after\nsuch Company Business Combination Event includes any securities of such predecessor Company) each Registration Rights Agreement.\n\n \n\n- 66 -\n\n \n\nSection 6.03. Exclusion for Asset Transfers with Parent Guarantor or Wholly Owned Subsidiaries.\n\n \n\nNotwithstanding anything to the contrary in this **Article 6**, this\n**Article 6** will not apply to any transfer of assets (other than by merger or consolidation) between or among (A) the Company; and (B) the Parent Guarantor or any one or more of the Company’s or the Parent Guarantor’s respective Wholly Owned\nSubsidiaries.\n\n \n\nArticle 7. Defaults and Remedies\n\n \n\nSection 7.01. Events of Default.\n\n \n\n(A)          *Definition of Events of Default*. “**Event of\nDefault**” means the occurrence of any of the following:\n\n \n\n(i)            a default in the payment when due (whether at\nmaturity, upon Redemption or Repurchase Upon Fundamental Change or otherwise) of the principal of, or the Maturity Premium, Redemption Price or Fundamental Change Repurchase Price for, any Note;\n\n \n\n(ii)           a default for thirty (30) consecutive days in\nthe payment when due of interest on any Note;\n\n \n\n(iii)          the Company’s failure to deliver, when required\nby this Indenture, a Fundamental Change Notice, or a notice pursuant to **Section 5.01(C)(i)(3)**, if (in the case of any notice other than a notice pursuant to **Section 5.01(C)(i)(3)(a)**) such failure is not cured within three (3) days\nafter its occurrence;\n\n \n\n(iv)          a default in the Company’s obligation to\nExchange a Note in accordance with **Article 5** upon the exercise of the Exchange right with respect thereto, if such default is not cured within three (3) days after its occurrence;\n\n \n\n(v)           a default in the Company’s obligations under **Article\n\n6** or in the Parent Guarantor’s obligations under **Section 9.04**;\n\n \n\n(vi)          a default in any of the Company’s obligations or\nagreements, or in the Parent Guarantor’s obligations or agreements, under this Indenture or the Notes (other than a default set forth in **clause (i)**, **(ii)**, **(iii)**, **(iv)** or **(v)** of this **Section 7.01(A)**)\nwhere such default is not cured or waived within sixty (60) days after notice to the Company by the Trustee, or to the Company and the Trustee by Holders of at least twenty five percent (25%) of the aggregate principal amount of Notes then\noutstanding, which notice must specify such default, demand that it be remedied and state that such notice is a “Notice of Default”;\n\n \n\n- 67 -\n\n \n\n(vii)         a default by the Company, the Parent Guarantor\nor any of the Company’s or the Parent Guarantor’s respective Significant Subsidiaries with respect to any one or more mortgages, agreements or other instruments under which there is outstanding, or by which there is secured or evidenced, any\nindebtedness for borrowed money of at least one hundred twenty five million dollars ($125,000,000) (or its foreign currency equivalent) in the aggregate of the Company, the Parent Guarantor or any of the Company’s or the Parent Guarantor’s respective\nSignificant Subsidiaries (in each case, other than Non-Recourse Indebtedness), whether such indebtedness exists as of the Issue Date or is thereafter created, where such default:\n\n \n\n(1)           constitutes a failure to pay the principal of such\nindebtedness when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, in each case after the expiration of any applicable grace period; or\n\n \n\n(2)           results in such indebtedness becoming or being\ndeclared due and payable before its stated maturity,\n\n \n\nin each case where such default is not cured or waived within thirty (30) days\nafter notice to the Company by the Trustee or to the Company and the Trustee by Holders of at least twenty five percent (25%) of the aggregate principal amount of Notes then outstanding;\n\n \n\n(viii)        except as expressly permitted by this Indenture,\nthe Guarantee ceases to be in full force and effect or the Parent Guarantor denies or disaffirms its obligations under its Guarantee;\n\n \n\n(ix)           the Company or the Parent Guarantor denies or\ndisaffirms its obligations under the Registration Rights Agreement;\n\n \n\n(x)            the Company, the Parent Guarantor, or any of\ntheir respective Significant Subsidiaries, pursuant to or within the meaning of any Bankruptcy Law, either:\n\n \n\n(1)           commences a voluntary case or proceeding;\n\n \n\n(2)           consents to the entry of an order for relief\nagainst it in an involuntary case or proceeding;\n\n \n\n(3)           consents to the appointment of a custodian of it\nor for any substantial part of its property;\n\n \n\n(4)           makes a general assignment for the benefit of its\ncreditors;\n\n \n\n(5)           takes any comparable action under any foreign\nBankruptcy Law; or\n\n \n\n(6)           generally is not paying its debts as they become\ndue; or\n\n \n\n(xi)           a court of competent jurisdiction enters an\norder or decree under any Bankruptcy Law that either:\n\n \n\n(1)           is for relief against the Company, the Parent\nGuarantor, or any of their respective Significant Subsidiaries in an involuntary case or proceeding;\n\n \n\n- 68 -\n\n \n\n(2)           appoints a custodian of the Company, the Parent\nGuarantor, or any of their respective Significant Subsidiaries, or for any substantial part of the property of the Company, the Parent Guarantor, or any of their respective Significant Subsidiaries;\n\n \n\n(3)           orders the winding up or liquidation of the\nCompany, the Parent Guarantor, or any of their respective Significant Subsidiaries; or\n\n \n\n(4)           grants any similar relief under any foreign\nBankruptcy Law,\n\n \n\nand, in each case under this **Section 7.01(A)(xi)**, such order or decree\nremains unstayed and in effect for at least sixty (60) days.\n\n \n\n(B)          *Cause Irrelevant*. Each of the events set forth in **Section\n\n7.01(A)** will constitute an Event of Default regardless of the cause thereof or whether voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any\nadministrative or governmental body.\n\n \n\nSection 7.02. Acceleration.\n\n \n\n(A)          *Automatic Acceleration in Certain Circumstances*. If\nan Event of Default set forth in **Section 7.01(A)(x)** or **7.01(A)(xi)**occurs with respect to the Company or the Parent Guarantor (and not solely with respect to a Significant Subsidiary of the Company or the Parent Guarantor (other than\nthe Company)), then the principal amount of, and all accrued and unpaid interest on, and the Maturity Premium, if any, in respect of, all of the Notes then outstanding will immediately become due and payable without any further action or notice by\nany Person.\n\n \n\n(B)          *Optional Acceleration*. Subject to **Section 7.03**,\nif an Event of Default (other than an Event of Default set forth in **Section 7.01(A)(x)** or **7.01(A)(xi)** with respect to the Company or the Parent Guarantor and not solely with respect to a Significant Subsidiary of the Company or the\nParent Guarantor (other than the Company)) occurs and is continuing, then the Trustee, by notice to the Company, or Holders of at least twenty five percent (25%) of the aggregate principal amount of Notes then outstanding, by notice to the Company\nand the Trustee, may declare the principal amount of, and all accrued and unpaid interest on, and the Maturity Premium, if any, in respect of, all of the Notes then outstanding to become due and payable immediately. For the avoidance of doubt, if\nsuch Event of Default is not continuing at the time such notice is provided (that is, such Event of Default has been cured or waived as of such time), then such notice will not be effective to cause such amounts to become due and payable immediately.\n\n \n\n(C)          *Rescission of Acceleration*. Notwithstanding\nanything to the contrary in this Indenture or the Notes, the Holders of a majority in aggregate principal amount of the Notes then outstanding, by notice to the Company and the Trustee, may, on behalf of all Holders, rescind any acceleration of the\nNotes and its consequences if (i) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (ii) all existing Events of Default (except the non-payment of principal of, or interest on, or the Maturity\nPremium, if any, in respect of, the Notes that has become due solely because of such acceleration) have been cured or waived. No such rescission will affect any subsequent Default or impair any right consequent thereto.\n\n \n\n- 69 -\n\n \n\nSection 7.03. Sole Remedy for a Failure to Report.\n\n \n\n(A)          *Generally*. Notwithstanding anything to the contrary\nin this Indenture or the Notes, the Company may elect that the sole remedy for any Event of Default (a “**Reporting Event of Default**”) pursuant to **Section 7.01(A)(vi)** arising from the Parent Guarantor’s failure to comply with **Section\n3.02** will, for each of the first three hundred sixty (360) calendar days on which a Reporting Event of Default has occurred and is continuing, consist exclusively of the accrual of Special Interest on the Notes. If the Company has made such an\nelection, then (i) the Notes will be subject to acceleration pursuant to **Section 7.02** on account of the relevant Reporting Event of Default from, and including, the three hundred sixty first (361st) calendar day on which a Reporting Event of\nDefault has occurred and is continuing or if the Company fails to pay any accrued and unpaid Special Interest when due; and (ii) Special Interest will cease to accrue on any Notes from, and including, such three hundred sixty first (361st) calendar\nday (it being understood that interest on any defaulted Special Interest will nonetheless accrue pursuant to **Section 2.05(B)**).\n\n \n\n(B)           *Amount and Payment of Special Interest*. Any\nSpecial Interest that accrues on a Note pursuant to **Section 7.03(A)** will be payable on the same dates and in the same manner as the Stated Interest on such Note and will accrue at a rate per annum equal to one quarter of one percent (0.25%)\nof the principal amount thereof for the first one hundred eighty (180) days on which Special Interest accrues and, thereafter, at a rate per annum equal to one half of one percent (0.50%) of the principal amount thereof, regardless of the number of\nevents giving rise to such accrual; *provided*, *however*, that in no event will Special Interest, together with any Additional Interest, accrue on any day on a Note at a combined rate per annum that exceeds one half of one percent\n(0.50%). For the avoidance of doubt, any Special Interest that accrues on a Note will be in addition to the Stated Interest that accrues on such Note and, subject to the proviso of the immediately preceding sentence, in addition to any Additional\nInterest that accrues on such Note.\n\n \n\n(C)           *Notice of Election*. To make the election set forth\nin **Section 7.03(A)**, the Company must send to the Holders, the Trustee and the Paying Agent, before the date on which each Reporting Event of Default first occurs, a notice that (i) briefly describes the report(s) that the Parent Guarantor\nfailed to file with the SEC; (ii) states that the Company is electing that the sole remedy for such Reporting Event of Default consist of the accrual of Special Interest; and (iii) briefly describes the periods during which and rate at which Special\nInterest will accrue and the circumstances under which the Notes will be subject to acceleration on account of such Reporting Event of Default.\n\n \n\n(D)          *Notice to Trustee and Paying Agent; Trustee’s\nDisclaimer*. If Special Interest accrues on any Note, then, no later than five (5) Business Days before each date on which such Special Interest is to be paid, the Company will deliver an Officer’s Certificate to the Trustee and the Paying Agent\nstating (i) that the Company is obligated to pay Special Interest on such Note on such date of payment; and (ii) the amount of such Special Interest that is payable on such date of payment. The Trustee will have no duty to determine whether any\nSpecial Interest is payable or the amount thereof.\n\n \n\n- 70 -\n\n \n\n(E)           *No Effect on Other Events of Default*. No election\npursuant to this **Section 7.03** with respect to a Reporting Event of Default will affect the rights of any Holder with respect to any other Event of Default, including with respect to any other Reporting Event of Default.\n\n \n\nSection 7.04. Other Remedies.\n\n \n\n(A)         *Trustee May Pursue All Remedies*. If an Event of\nDefault occurs and is continuing, then the Trustee may pursue any available remedy to collect the payment of any amounts due with respect to the Notes or to enforce the performance of any provision of this Indenture or the Notes.\n\n \n\n(B)           *Procedural Matters*. The Trustee may maintain a\nproceeding even if it does not possess any of the Notes or does not produce any of them in such proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy following an Event of Default will not impair the right or\nremedy or constitute a waiver of, or acquiescence in, such Event of Default. All remedies will be cumulative to the extent permitted by law.\n\n \n\nSection 7.05. Waiver of Past Defaults.\n\n \n\nA Default that is (or, after notice, passage of time or both, would be)\nan Event of Default pursuant to **clause (i)**, **(ii)**, **(iv)** or **(vi)** of **Section 7.01(A)** (that, in the case of **clause (vi)** only, results from a Default under any covenant that cannot be amended without the\nconsent of each affected Holder) can be waived only with the consent of each affected Holder. Each other Default may be waived, on behalf of all Holders, by the Holders of a majority in aggregate principal amount of the Notes then outstanding. If an\nEvent of Default is so waived, then it will cease to exist. If a Default is so waived, then it will be deemed to be cured and any Event of Default arising therefrom will be deemed not to occur. However, no such waiver will extend to any subsequent or\nother Default or impair any right arising therefrom. Each such waiver of a Default will have the effect set forth in **Section 8.04(D)**.\n\n \n\nSection 7.06. Cure of Defaults; Ability to Cure or Waive Before Event of Default Occurs.\n\n \n\nFor the avoidance of doubt, and without limiting the manner in which any\nDefault can be cured, (A) a Default consisting of a failure to send a notice in accordance with this Indenture will be cured upon the sending of such notice; (B) a Default in making any payment on (or delivering any other consideration in respect of)\nany Note will be cured upon the delivery, in accordance with this Indenture, of such payment (or other consideration) together, if applicable, with Default Interest thereon; and (C) a Default that is (or, after notice, passage of time or both, would\nbe) a Reporting Event of Default will be cured upon the filing of the relevant report(s) giving rise to such Default. In addition, for the avoidance of doubt, if a Default that is not an Event of Default is cured or waived before such Default would\nhave constituted an Event of Default, then no Event of Default will result from such Default.\n\n \n\n- 71 -\n\n \n\nSection 7.07. Control by Majority.\n\n \n\nHolders of a majority in aggregate principal amount of the Notes then\noutstanding may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts\nwith law, this Indenture or the Notes, or that, subject to **Section 11.01**, the Trustee determines may be unduly prejudicial to the rights of other Holders or may involve the Trustee in liability, unless the Trustee is offered (and, if\nrequested, provided with) security and indemnity satisfactory to the Trustee against any loss, liability or expense to the Trustee that may result from the Trustee’s following such direction.\n\n \n\nSection 7.08. Limitation on Suits.\n\n \n\nNo Holder may pursue any remedy with respect to this Indenture or the\nNotes (except to enforce (x) its rights to receive the principal of, or the Fundamental Change Repurchase Price or Redemption Price for, or any interest on, or the Maturity Premium, if any, in respect of, any Notes; or (y) the Company’s obligations\nto Exchange any Notes pursuant to **Article 5**), unless:\n\n \n\n(A)          such Holder has previously delivered to the Trustee notice\nthat an Event of Default is continuing;\n\n \n\n(B)           Holders of at least twenty five percent (25%) in aggregate\nprincipal amount of the Notes then outstanding deliver a request to the Trustee to pursue such remedy;\n\n \n\n(C)           such Holder or Holders offer and, if requested, provide to\nthe Trustee security and indemnity satisfactory to the Trustee against any loss, liability or expense to the Trustee that may result from the Trustee’s following such request;\n\n \n\n(D)          the Trustee does not comply with such request within sixty\n(60) calendar days after its receipt of such request and such offer of security or indemnity; and\n\n \n\n(E)           during such sixty (60) calendar day period, Holders of a\nmajority in aggregate principal amount of the Notes then outstanding do not deliver to the Trustee a direction that is inconsistent with such request.\n\n \n\nA Holder of a Note may not use this Indenture to prejudice the rights of\nanother Holder or to obtain a preference or priority over another Holder. The Trustee will have no duty to determine whether any Holder’s use of this Indenture complies with the preceding sentence.\n\n \n\nSection 7.09. Absolute Right of Holders to Institute Suit for the Enforcement of the Right to Receive Payment and Exchange Consideration.\n\n \n\nNotwithstanding anything to the contrary in this Indenture or the Notes\n(but without limiting **Section 8.01**), the right of each Holder of a Note to bring suit for the enforcement of any payment or delivery, as applicable, of the principal of, or the Fundamental Change Repurchase Price or Redemption Price for, or\nany interest on, or the Maturity Premium, if any, in respect of, or the Exchange Consideration due pursuant to **Article 5** upon Exchange of, such Note on or after the respective due dates therefor provided in this Indenture and the Notes, will\nnot be impaired or affected without the consent of such Holder.\n\n \n\n- 72 -\n\n \n\nSection 7.10. Collection Suit by Trustee.\n\n \n\nThe Trustee will have the right, upon the occurrence and continuance of\nan Event of Default pursuant to **clause (i)**, **(ii)**or **(iv)** of **Section 7.01(A)**, to recover judgment in its own name and as trustee of an express trust against the Company for the total unpaid or undelivered principal of,\nor Fundamental Change Repurchase Price or Redemption Price for, or any interest on, or the Maturity Premium, if any, in respect of, or Exchange Consideration due pursuant to **Article 5** upon Exchange of, the Notes, as applicable, and, to the\nextent lawful, any Default Interest on any Defaulted Amounts, and such further amounts sufficient to cover the costs and expenses of collection, including compensation provided for in **Section 11.06**.\n\n \n\nSection 7.11. Trustee May File Proofs of Claim.\n\n \n\nThe Trustee has the right to (A) file such proofs of claim and other\npapers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes) or its creditors or property and (B)\ncollect, receive and distribute any money or other property payable or deliverable on any such claims. Each Holder authorizes any custodian in such proceeding to make such payments to the Trustee, and, if the Trustee consents to the making of such\npayments directly to the Holders, to pay to the Trustee any amount due to the Trustee for the reasonable compensation, expenses, disbursements and advances of the Trustee, and its agents and counsel, and any other amounts payable to the Trustee\npursuant to **Section 11.06**. To the extent that the payment of any such compensation, expenses, disbursements, advances and other amounts out of the estate in such proceeding, is denied for any reason, payment of the same will be secured by a\nlien (senior to the rights of Holders) on, and will be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding (whether in liquidation or under any plan\nof reorganization or arrangement or otherwise). Nothing in this Indenture will be deemed to authorize the Trustee to authorize, consent to, accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition\naffecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.\n\n \n\nSection 7.12. Priorities.\n\n \n\nThe Trustee will pay or deliver in the following order any money or\nother property that it collects pursuant to this **Article 7**:\n\n \n\n*First*: to the Trustee and its agents and attorneys for\namounts due under **Section 11.06**, including payment of all fees and compensation of, and all expenses and liabilities incurred, and all advances made, by, the Trustee (in each of its capacities under this Indenture, including as Note Agent)\nand the costs and expenses of collection;\n\n \n\n*Second*: to Holders for unpaid amounts or other property\ndue on the Notes, including the principal of, or the Fundamental Change Repurchase Price or Redemption Price for, or any interest on, or the Maturity Premium, if any, in respect of, or any Exchange Consideration due upon Exchange of, the Notes,\nratably, and without preference or priority of any kind, according to such amounts or other property due and payable on all of the Notes; and\n\n \n\n- 73 -\n\n \n\n*Third*: to the Company or such other Person as a court\nof competent jurisdiction directs.\n\n \n\nThe Trustee may fix a record date and payment date for any payment or\ndelivery to the Holders pursuant to this **Section 7.12**, in which case the Trustee will instruct the Company to, and the Company will, deliver, at least fifteen (15) calendar days before such record date, to each Holder and the Trustee a notice\nstating such record date, such payment date and the amount of such payment or nature of such delivery, as applicable.\n\n \n\nSection 7.13. Undertaking for Costs.\n\n \n\nIn any suit for the enforcement of any right or remedy under this\nIndenture or the Notes or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court, in its discretion, may (A) require the filing by any litigant party in such suit of an undertaking to pay the costs of such suit; and\n(B) assess reasonable costs (including reasonable attorneys’ fees) against any litigant party in such suit, having due regard to the merits and good faith of the claims or defenses made by such litigant party; *provided*, *however*, that\nthis **Section 7.13** does not apply to any suit by the Trustee, any suit by a Holder pursuant to **Section 7.09** or any suit by one or more Holders of more than ten percent (10%) in aggregate principal amount of the Notes then outstanding.\n\n \n\nArticle 8. Amendments, Supplements and Waivers\n\n \n\nSection 8.01. Without the Consent of Holders.\n\n \n\nNotwithstanding anything to the contrary in **Section 8.02**, the\nCompany, the Parent Guarantor and the Trustee may amend or supplement this Indenture, the Notes or the Guarantee without the consent of any Holder to:\n\n \n\n(A)          cure any ambiguity or correct any omission, defect or\ninconsistency in this Indenture or the Notes;\n\n \n\n(B)           add additional guarantees with respect to the Company’s\nobligations under this Indenture or the Notes;\n\n \n\n(C)           secure the Notes or the Guarantee;\n\n \n\n(D)          add to the Company’s or the Parent Guarantor’s covenants or\nEvents of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the Parent Guarantor;\n\n \n\n(E)           provide for the assumption of the Company’s or the Parent\nGuarantor’s obligations under this Indenture, the Notes and each Registration Rights Agreement pursuant to, and in compliance with, **Article 6** or **Section 9.04**, as applicable;\n\n \n\n- 74 -\n\n \n\n(F)           enter into supplemental indentures pursuant to, and in\naccordance with, **Section 5.09** in connection with a Common Stock Change Event;\n\n \n\n(G)           irrevocably elect or eliminate any Settlement Method or\nSpecified Dollar Amount; *provided*, *however*, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to **Section 5.03(A)**; and\n(ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note;\n\n \n\n(H)          evidence or provide for the acceptance of the appointment,\nunder this Indenture, of a successor Trustee;\n\n \n\n(I)            conform the provisions of this Indenture and the Notes to\nthe “Description of Notes” section of the Company’s preliminary offering memorandum, dated June 10, 2026, as supplemented by the related pricing term sheet, dated June 10, 2026;\n\n \n\n(J)            provide for or confirm the issuance of additional Notes\npursuant to **Section 2.03(B)**;\n\n \n\n(K)          comply with any requirement of the SEC in connection with\nany qualification of this Indenture, or any related supplemental indenture, under the Trust Indenture Act, as then in effect; or\n\n \n\n(L)           make any other change to this Indenture or the Notes that\ndoes not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith.\n\n \n\nAt the written request of any Holder of a Note or owner of a beneficial\ninterest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in **Section 8.01(I)**.\n\n \n\nSection 8.02. With the Consent of Holders.\n\n \n\n(A)          *Generally*. Subject to **Sections 8.01**, **7.05**\nand **7.09** and the immediately following sentence, the Company, the Parent Guarantor and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, amend or supplement this\nIndenture, the Notes or the Guarantee or waive compliance with any provision of this Indenture, the Notes or the Guarantee. Notwithstanding anything to the contrary in the foregoing sentence, but subject to **Section 8.01**, without the consent\nof each affected Holder, no amendment or supplement to this Indenture, the Notes or the Guarantee, or waiver of any provision of this Indenture, the Notes or the Guarantee, may:\n\n \n\n(i)            reduce the principal, or change the stated\nmaturity, of any Note;\n\n \n\n(ii)           reduce the Redemption Price or Fundamental\nChange Repurchase Price for any Note or change the times at which, or the circumstances under which, the Notes may or will be redeemed or repurchased by the Company;\n\n \n\n- 75 -\n\n \n\n(iii)          reduce the rate, or extend the time for the\npayment, of interest on any Note;\n\n \n\n(iv)          reduce the Maturity Premium or change the times\nat which, or the circumstances under which, the Maturity Premium is payable with respect to any Notes;\n\n \n\n(v)           make any change that adversely affects the\nExchange rights of any Note;\n\n \n\n(vi)          impair the rights of any Holder set forth in **Section\n\n7.09** (as such section is in effect on the Issue Date);\n\n \n\n(vii)         change the ranking of the Notes or the\nGuarantee;\n\n \n\n(viii)        other than in accordance with this Indenture,\neliminate the Guarantee of the Notes;\n\n \n\n(ix)           make any Note payable in money, or at a place\nof payment, other than that stated in this Indenture or the Note;\n\n \n\n(x)            reduce the amount of Notes whose Holders must\nconsent to any amendment, supplement, waiver or other modification; or\n\n \n\n(xi)           make any direct or indirect change to any\namendment, supplement, waiver or modification provision of this Indenture or the Notes that requires the consent of each affected Holder.\n\n \n\n(B)           *Holders Need Not Approve the Particular Form of any\nAmendment*. A consent of any Holder pursuant to this **Section 8.02**need approve only the substance, and not necessarily the particular form, of the proposed amendment, supplement or waiver.\n\n \n\nSection 8.03. Notice of Amendments, Supplements and Waivers.\n\n \n\nAs soon as reasonably practicable after any amendment, supplement or\nwaiver pursuant to **Section 8.01** or **8.02** becomes effective, the Company will send to the Holders and the Trustee notice that (A) describes the substance of such amendment, supplement or waiver in reasonable detail and (B) states the\neffective date thereof; *provided*, *however*, that the Company will not be required to provide such notice to the Holders if such amendment, supplement or waiver is included in a periodic report filed by the Company with the SEC within\nfour (4) Business Days of its effectiveness. The failure to send, or the existence of any defect in, such notice will not impair or affect the validity of such amendment, supplement or waiver.\n\n \n\nSection 8.04. Revocation, Effect and Solicitation of Consents; Special Record Dates; Etc.\n\n \n\n(A)         *Revocation and Effect of Consents*. The consent of a\nHolder of a Note to an amendment, supplement or waiver will bind (and constitute the consent of) each subsequent Holder of any Note to the extent the same evidences any portion of the same indebtedness as the consenting Holder’s Note, subject to the\nright of any Holder of a Note to revoke (if not prohibited pursuant to **Section 8.04(B)**) any such consent with respect to such Note by delivering notice of revocation to the Trustee before the time such amendment, supplement or waiver becomes\neffective.\n\n \n\n- 76 -\n\n \n\n(B) *          Special Record Dates*. The Company may, but is not\nrequired to, fix a record date for the purpose of determining the Holders entitled to consent or take any other action in connection with any amendment, supplement or waiver pursuant to this **Article 8**. If a record date is fixed, then,\nnotwithstanding anything to the contrary in **Section 8.04(A)**, only Persons who are Holders as of such record date (or their duly designated proxies) will be entitled to give such consent, to revoke any consent previously given or to take any\nsuch action, regardless of whether such Persons continue to be Holders after such record date; *provided*, *however*, that no such consent will be valid or effective for more than one hundred and twenty (120) calendar days after such\nrecord date.\n\n \n\n(C)           *Solicitation of Consents*. For the avoidance of\ndoubt, each reference in this Indenture or the Notes to the consent of a Holder will be deemed to include any such consent obtained in connection with a repurchase of, or tender or exchange offer for, any Notes.\n\n \n\n(D)          *Effectiveness and Binding Effect*. Each amendment or\nsupplement to this Indenture, the Notes or the Guarantee, or waiver of any Default, Event of Default or compliance with any provision of this Indenture, the Notes or the Guarantee, will become effective in accordance with its terms and, when it\nbecomes effective with respect to any Note (or any portion thereof), will thereafter bind every Holder of such Note (or such portion).\n\n \n\nSection 8.05. Notations and Exchanges.\n\n \n\nIf any amendment, supplement or waiver changes the terms of a Note or\nthe Guarantee, then the Trustee or the Company may, in its discretion, require the Holder of such Note to deliver such Note to the Trustee so that the Trustee may place an appropriate notation prepared by the Company on such Note and return such Note\nto such Holder. Alternatively, at its discretion, the Company may, in exchange for such Note, issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with **Section 2.02**, a new Note that reflects the changed\nterms. The failure to make any appropriate notation or issue a new Note pursuant to this **Section 8.05** will not impair or affect the validity of such amendment, supplement or waiver.\n\n \n\nSection 8.06. Trustee to Execute Supplemental Indentures.\n\n \n\nThe Trustee will execute and deliver any amendment or supplemental\nindenture authorized pursuant to this **Article 8**; *provided*, *however*, that the Trustee need not (but may, in its sole and absolute discretion) execute or deliver any such amendment or supplemental indenture that the Trustee\nconcludes adversely affects the Trustee’s rights, duties, liabilities or immunities. In executing any amendment or supplemental indenture, the Trustee will be entitled to receive, and (subject to **Sections 11.01**and **11.02**) will be\nfully protected in relying on, an Officer’s Certificate and an Opinion of Counsel stating that (A) the execution and delivery of such amendment or supplemental indenture is authorized or permitted by this Indenture; and (B) in the case of the Opinion\nof Counsel, such amendment or supplemental indenture is valid, binding and enforceable against the Company in accordance with its terms.\n\n \n\n- 77 -\n\n \n\nArticle 9. Guarantee\n\n \n\nSection 9.01. Guarantee.\n\n \n\n(A) *         Generally*. By its execution of this Indenture (or\nany amended or supplemental indenture pursuant to **Section 8.01(B)**), the Parent Guarantor acknowledges and agrees that it receives substantial benefits from the Company and that the Parent Guarantor is providing its Guarantee for good and\nvaluable consideration, including such substantial benefits. Subject to this **Article 9**, the Parent Guarantor hereby fully and unconditionally guarantees, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee\nand its successors and assigns, regardless of the validity or enforceability of this Indenture, the Notes or the obligations of the Company under this Indenture or the Notes, that:\n\n \n\n(i)            the principal of, any interest on, the Maturity\nPremium, if any, in respect of, and any Exchange Consideration for, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, on a Fundamental Change Repurchase Date, upon Redemption or otherwise, and interest on the\noverdue principal of, any interest on, the Maturity Premium, if any, in respect of, or any Exchange Consideration for, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee under this Indenture or the Notes,\nwill be promptly paid or delivered in full or performed, as applicable, in each case in accordance with this Indenture and the Notes; and\n\n \n\n(ii)           in case of any extension of time of payment or\nrenewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, on a Fundamental Change\nRepurchase Date, upon Redemption or otherwise,\n\n \n\n(collectively, the “**Guaranteed Obligations**”), in each case subject to **Section\n9.02**.\n\n \n\nUpon the failure of any payment when due of any amount so guaranteed,\nand upon the failure of any performance so guaranteed, for whatever reason, the Parent Guarantor will be obligated to pay or perform, as applicable, the same immediately. The Parent Guarantor agrees that this is a guarantee of payment and not a\nguarantee of collection.\n\n \n\n(B)          *Guarantee Is Unconditional; Waiver of Diligence,\nPresentment, Etc*. The Parent Guarantor agrees that its Guarantee of the Guaranteed Obligations is unconditional, regardless of the validity or enforceability of this Indenture, the Notes or the obligations of the Company under this Indenture or\nthe Notes, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions of this Indenture or the Notes, the recovery of any judgment against the Company, any action to enforce the same or any other\ncircumstance that might otherwise constitute a legal or equitable discharge or defense of a guarantor. The Parent Guarantor agrees that in the event of a default in any obligation of the Company under this Indenture or the Notes, including any\npayment of the principal of or interest on, the Maturity Premium, if any, in respect of, or any Exchange Consideration for the Notes when due, whether at maturity, by acceleration, on a Fundamental Change Repurchase Date or otherwise, legal\nproceedings may be instituted directly against the Parent Guarantor to enforce the Guarantee without first proceeding against the Company. The Parent Guarantor waives diligence, presentment, demand of payment, filing of claims with a court in the\nevent of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever, and covenants that this Guarantee will not be discharged except by complete performance of the\nobligations contained in this Indenture and the Notes.\n\n \n\n- 78 -\n\n \n\n(C)          *Reinstatement of Guarantee Upon Return of Payments*.\nIf any Holder or the Trustee is required by any court or otherwise to return, to the Company, the Parent Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Parent Guarantor, any\nconsideration paid or delivered by the Company or the Parent Guarantor to such Holder or the Trustee, then the Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.\n\n \n\n(D)          *Subrogation*. The Parent Guarantor agrees that any\nright of subrogation, reimbursement or contribution it may have in relation to the Holders or in respect of any Guaranteed Obligations will be subordinated to, and will not be enforceable until payment in full of, all Guaranteed Obligations. The\nParent Guarantor further agrees that, as between the Parent Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations may be accelerated as provided in **Article 7**,\nnotwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations; and (ii) if any Guaranteed Obligations are accelerated pursuant to **Article 7**, then such Guaranteed Obligations\nwill, whether or not due and payable, immediately become due and payable by the Parent Guarantor.\n\n \n\nSection 9.02. Limitation on Parent Guarantor Liability.\n\n \n\nThe Parent Guarantor, and, by its acceptance of any Note, each Holder,\nconfirms that the Parent Guarantor and the Holders intend that the Guarantee of the Parent Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent\nTransfer Act or any similar federal or state law to the extent applicable to the Guarantee. Each of the Trustee, the Holders and the Parent Guarantor irrevocably agrees that the obligations of the Parent Guarantor under its Guarantee will be limited\nto the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent Guarantor that are relevant under such laws, result in the obligations of the Parent Guarantor under its\nGuarantee not constituting a fraudulent transfer or conveyance.\n\n \n\nSection 9.03. Execution and Delivery of Guarantee.\n\n \n\nThe execution by the Parent Guarantor of this Indenture (or an amended\nor supplemental indenture pursuant to **Section 8.01(B)**) evidences the Guarantee of the Parent Guarantor, and the delivery of any Note by the Trustee after its authentication constitutes due delivery of the Guarantee on behalf of the Parent\nGuarantor. A Guarantee’s validity will not be affected by the failure of any officer of the Parent Guarantor executing this Indenture or any such amended or supplemental indenture on the Parent Guarantor’s behalf to hold, at the time any Note is\nauthenticated, the same or any other office at the Parent Guarantor, and the Guarantee will be valid and enforceable even if no notation, certificate or other instrument is set upon or attached to, or otherwise executed and delivered to the Holder\nof, any Note.\n\n \n\n- 79 -\n\n \n\nSection 9.04. When the Parent Guarantor May Merge, Etc.\n\n \n\n(A)          *Parent Guarantor Business Combination Events*. The\nParent Guarantor will not consolidate with or merge with or into, or (directly, or indirectly through one or more of its Subsidiaries) sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the\nassets of the Parent Guarantor and its Subsidiaries, taken as a whole, to another Person (a “**Parent Guarantor Business Combination Event**”), unless:\n\n \n\n(i)            the resulting, surviving or transferee Person\neither (x) is the Parent Guarantor or (y) if not the Parent Guarantor, is a Qualified Successor Entity (such Qualified Successor Entity, the “**Parent Guarantor Successor Entity**”) duly organized and existing under the laws of the United States\nof America, any State thereof or the District of Columbia that expressly assumes (by executing and delivering to the Trustee, at or before the effective time of such Parent Guarantor Business Combination Event, a supplemental indenture pursuant to **Section\n\n8.01(E)**) all of the Parent Guarantor’s obligations under this Indenture, the Notes and each Registration Rights Agreement; and\n\n \n\n(ii)           immediately after giving effect to such Parent\nGuarantor Business Combination Event, no Default will have occurred and be continuing.\n\n \n\n(B)           *Delivery of Officer’s Certificate and Opinion of\nCounsel to the Trustee*. At or before the effective time of any Parent Guarantor Business Combination Event, the Company will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that (i) such Parent Guarantor\nBusiness Combination Event (and, if applicable, the related supplemental indenture) comply with **Section 9.04(A)**; and (ii) all conditions precedent to such Parent Guarantor Business Combination Event provided in this Indenture have been\nsatisfied.\n\n \n\n(C) *         Parent Guarantor Successor Entity Substituted*. At\nthe effective time of any Parent Guarantor Business Combination Event that complies with **Section 9.04(A)** and **Section 9.04(B)**, the Parent Guarantor Successor Entity (if not the Parent Guarantor) will succeed to, and may exercise every\nright and power of, the Parent Guarantor under this Indenture, the Notes, and each Registration Rights Agreement with the same effect as if such Parent Guarantor Successor Entity had been named as the Parent Guarantor in this Indenture, the Notes and\neach Registration Rights Agreement, and, except in the case of a lease, the predecessor Parent Guarantor will be discharged from its obligations under this Indenture, the Notes, and (unless the Underlying Security immediately after such Parent\nGuarantor Business Combination Event includes any securities of such predecessor Parent Guarantor) each Registration Rights Agreement.\n\n \n\n(D) *          Exclusion for Asset Transfers by the Parent Guarantor\nto the Company or Wholly Owned Subsidiaries*. Notwithstanding anything to the contrary in this **Section 9.04**, this **Section 9.04** will not apply to any transfer of assets (other than by merger or consolidation) between or among (x)\nthe Parent Guarantor; and (y) the Company or any one or more of the Company’s or the Parent Guarantor’s Wholly Owned Subsidiaries.\n\n \n\n- 80 -\n\n \n\nSection 9.05. Application of Certain Provisions to the Parent Guarantor.\n\n \n\n(A)          *Officer’s Certificates and Opinions of Counsel*.\nUpon any request or application by the Parent Guarantor to the Trustee to take any action under this Indenture, the Trustee will be entitled to receive an Officer’s Certificate and an Opinion of Counsel pursuant to **Section 12.02** with the same\neffect as if each reference to the Company in **Section 12.02** or in the definitions of “Officer,” “Officer’s Certificate” or “Opinion of Counsel” were instead a reference to the Parent Guarantor.\n\n \n\n(B)           *Company Order*. A Company Order may be given by the\nParent Guarantor with the same effect as if each reference to the Company in the definitions of “Company Order” or “Officer” were instead a reference to the Parent Guarantor.\n\n \n\n(C) *          Notices and Demands*. Any notice or demand that\nthis Indenture requires or permits to be given by the Trustee, or by any Holders, to the Company may instead be given to the Parent Guarantor.\n\n \n\nSection 9.06. Automatic Release of Guarantee.\n\n \n\nNotwithstanding anything to the contrary in this **Article 9**, the\nGuarantee of the Parent Guarantor will be automatically released, and the Parent Guarantor’s obligations under its Guarantee will be automatically released and discharged, and, in each case, be of no future force and effect, upon the occurrence of\nany of the following events:\n\n \n\n(A)          the Company’s obligations under this Indenture and the\nNotes are discharged in accordance with the terms of this Indenture;\n\n \n\n(B)           the merger or consolidation of the Parent Guarantor into\nthe Company; or\n\n \n\n(C)           all remaining obligations to make payments or deliver\nother Exchange Consideration with respect to all Notes are discharged in full after the same has become due.\n\n \n\nFor the avoidance of doubt, this **Section 9.06** will not limit the\noperation of **Section 5.09**.\n\n \n\nArticle 10. Satisfaction and Discharge\n\n \n\nSection 10.01. Termination of Company’s Obligations.\n\n \n\nThis Indenture will be discharged, and will cease to be of further\neffect as to all Notes issued under this Indenture, when:\n\n \n\n(A)          all Notes then outstanding (other than Notes replaced\npursuant to **Section 2.12**) have (i) been delivered to the Trustee for cancellation; or (ii) become due and payable (whether on a Redemption Date, a Fundamental Change Repurchase Date, the Maturity Date, upon Exchange or otherwise) for an\namount of cash or Exchange Consideration, as applicable, that has been fixed;\n\n \n\n- 81 -\n\n \n\n(B)           the Company has caused there to be irrevocably deposited\nwith the Trustee, or with the Paying Agent (or, with respect to Exchange Consideration, the Exchange Agent), in each case for the benefit of the Holders, or has otherwise caused there to be delivered to the Holders, cash (or, with respect to Notes to\nbe Exchanged, Exchange Consideration) sufficient to satisfy all amounts or other property due on all Notes then outstanding (other than Notes replaced pursuant to **Section 2.12**);\n\n \n\n(C)           the Company has paid all other amounts payable by it under\nthis Indenture; and\n\n \n\n(D)           the Company has delivered to the Trustee an Officer’s\nCertificate and an Opinion of Counsel, each stating that the conditions precedent to the discharge of this Indenture have been satisfied;\n\n \n\n*provided*, *however*, that **Section 2.10(E)**, **Article 11** and **Section\n\n12.01** will survive such discharge and, until no Notes remain outstanding, **Section 2.14** and the obligations of the Trustee, the Paying Agent and the Exchange Agent with respect to money or other property deposited with them will survive\nsuch discharge.\n\n \n\nAt the Company’s request, the Trustee will acknowledge the satisfaction\nand discharge of this Indenture.\n\n \n\nSection 10.02. Repayment to Company.\n\n \n\nSubject to applicable unclaimed property law, the Trustee, the Paying\nAgent and the Exchange Agent will promptly notify the Company if there exists (and, at the Company’s request, promptly deliver to the Company) any cash, Exchange Consideration or other property held by any of them for payment or delivery on the Notes\nthat remain unclaimed two (2) years after the date on which such payment or delivery was due. After such delivery to the Company, the Trustee, the Paying Agent and the Exchange Agent will have no further liability to any Holder with respect to such\ncash, Exchange Consideration or other property, and Holders entitled to the payment or delivery of such cash, Exchange Consideration or other property must look to the Company for payment as a general creditor of the Company.\n\n \n\nSection 10.03. Reinstatement.\n\n \n\nIf the Trustee, the Paying Agent or the Exchange Agent is unable to\napply any cash or other property deposited with it pursuant to **Section 10.01** because of any legal proceeding or any order or judgment of any court or other governmental authority that enjoins, restrains or otherwise prohibits such\napplication, then the discharge of this Indenture pursuant to **Section 10.01**will be rescinded; *provided*, *however*, that if the Company thereafter pays or delivers any cash or other property due on the Notes to the Holders\nthereof, then the Company will be subrogated to the rights of such Holders to receive such cash or other property from the cash or other property, if any, held by the Trustee, the Paying Agent or the Exchange Agent, as applicable.\n\n \n\n- 82 -\n\n \n\nArticle 11. Trustee\n\n \n\nSection 11.01. Duties of the Trustee.\n\n \n\n(A)          If an Event of Default has occurred and is continuing, and\na Responsible Officer of the Trustee has written notice or actual knowledge of the same, then, without limiting the generality of **Section 11.02(F)**, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and\nuse the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.\n\n \n\n(B)           Except during the continuance of an Event of Default:\n\n \n\n(i)            the duties of the Trustee will be determined\nsolely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the\nTrustee; and\n\n \n\n(ii)            in the absence of bad faith or willful\nmisconduct on its part, the Trustee may, without investigation, 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 that are provided to the\nTrustee and conform to the requirements of this Indenture; *provided*, *however*, that the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.\n\n \n\n(C)           The Trustee may not be relieved from liabilities for its\nnegligence or willful misconduct, except that:\n\n \n\n(i)            this paragraph will not limit the effect of **Section\n\n11.01(B)**;\n\n \n\n(ii)           the Trustee will not be liable for any error of\njudgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and\n\n \n\n(iii)          the Trustee will not be liable with respect to\nany action it takes or omits to take in good faith in accordance with a direction received by it pursuant to **Section 7.07**.\n\n \n\n(D)          No provision of this Indenture will require the Trustee to\nexpend or risk its own funds or incur any liability.\n\n \n\n(E)           The Trustee will not be liable for interest on any money\nreceived 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.\n\n \n\n(F)           The Trustee will not be liable in its individual capacity\nfor the obligations evidenced by the Notes.\n\n \n\n(G)           Each provision of this Indenture that in any way relates\nto the Trustee (including any provision that affects the liability of, or affords protection to, the Trustee) is subject to this **Section 11.01**, regardless of whether such provision so expressly provides.\n\n \n\n- 83 -\n\n \n\nSection 11.02. Rights of the Trustee.\n\n \n\n(A)          The Trustee may conclusively rely on any document that it\nbelieves to be genuine and signed or presented by the proper Person, and the Trustee need not investigate any fact or matter stated in such document.\n\n \n\n(B)          Before the Trustee acts or refrains from acting, it may\nrequire an Officer’s Certificate, an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with\ncounsel; and the written advice of such counsel, or any Opinion of Counsel, will constitute full and complete authorization of the Trustee to take or omit to take any action in good faith in reliance thereon without liability.\n\n \n\n(C)           The Trustee may act through its attorneys and agents and\nwill not be responsible for the misconduct or negligence of any such agent appointed with due care.\n\n \n\n(D)           The Trustee will not be liable for any action it takes or\nomits to take in good faith and that it believes to be authorized or within the rights or powers vested in it by this Indenture.\n\n \n\n(E)          Unless otherwise specifically provided in this Indenture,\nany demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.\n\n \n\n(F)           The Trustee need not exercise any rights or powers vested\nin it by this Indenture at the request or direction of any Holder unless such Holder has offered (and, if requested, provided) the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense that it may incur in\ncomplying with such request or direction.\n\n \n\n(G)           The Trustee will not be responsible or liable for any\npunitive, special, indirect or consequential loss or damage (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.\n\n \n\n(H)          The permissive rights of the Trustee set forth in this\nIndenture will not be construed as duties imposed on the Trustee.\n\n \n\n(I)          The Trustee will not be required to give any bond or surety\nin respect of the execution or performance of this Indenture or otherwise.\n\n \n\n(J)            Unless a Responsible Officer of the Trustee has received\nnotice from the Company that Additional Interest or Special Interest is owing or accruing, on the Notes, the Trustee may assume that no Additional Interest or Special Interest, as applicable, is payable or accruing.\n\n \n\n(K)        The rights, privileges, protections, immunities and benefits\ngiven to the Trustee, including its right to be indemnified, are extended to, and will be enforceable by, the Trustee in each of its capacities under this Indenture, including as Note Agent.\n\n \n\n- 84 -\n\n \n\n(L)           The Trustee will not be charged with knowledge of any\ndocument or agreement other than this Indenture and the Notes.\n\n \n\n(M)         Neither the Trustee nor any Note Agent will have any\nresponsibility or liability to any person for any action taken or not taken by, or any records or any other aspect of the operations of, the Depositary (including the delivery of notices, or the making of payments, through the facilities of the\nDepositary) and may conclusively rely, without investigation, on any information provided by the Depositary.\n\n \n\nSection 11.03. Individual Rights of the Trustee.\n\n \n\nThe Trustee, in its individual or any other capacity, may become the\nowner or pledgee of any Note and may otherwise deal with the Company or any of its Affiliates with the same rights that it would have if it were not Trustee; *provided*, *however*, that if the Trustee acquires a “conflicting interest”\n(within the meaning of Section 310(b) of the Trust Indenture Act), then it must eliminate such conflict within ninety (90) days or resign as Trustee. Each Note Agent will have the same rights and duties as the Trustee under this **Section 11.03**.\n\n \n\nSection 11.04. Trustee’s Disclaimer.\n\n \n\nThe Trustee will not be (A) responsible for, and makes no representation\nas to, the validity or adequacy of this Indenture or the Notes; (B) accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture; (C)\nresponsible for the use or application of any money received by any Paying Agent other than the Trustee; and (D) responsible for any statement or recital in this Indenture, the Notes or any other document relating to the sale of the Notes or this\nIndenture, other than the Trustee’s certificate of authentication.\n\n \n\nSection 11.05. Notice of Defaults.\n\n \n\nIf a Default occurs and is continuing and is actually known to a\nResponsible Officer of the Trustee, then the Trustee will send Holders a notice of such Default within ninety (90) days after it occurs or, if it is not actually known to a Responsible Officer of the Trustee at such time, promptly (and in any event\nwithin ten (10) Business Days) after it becomes actually known to a Responsible Officer of the Trustee; *provided*, *however*, that, except in the case of a Default in the payment of the principal of, or interest on, or the Maturity\nPremium, if any, in respect of, any Note, the Trustee may withhold such notice if and for so long as it in good faith determines that withholding such notice is in the interests of the Holders. For the avoidance of doubt, the Trustee will not be\nrequired to deliver such notice at any time after such Default is cured or waived. The Trustee will not be deemed to have notice or be charged with knowledge of any Default or Event of Default unless (A) written notice thereof has been received by a\nResponsible Officer; and (B) such notice references the Notes and this Indenture and states on its face that a Default or Event of Default, as applicable, has occurred.\n\n \n\nSection 11.06. Compensation and Indemnity.\n\n \n\n(A)          The Company will, from time to time, pay the Trustee\nreasonable compensation for its acceptance of this Indenture and services under this Indenture as separately agreed to by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an\nexpress trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the\nreasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.\n\n \n\n- 85 -\n\n \n\n(B)           The Company will indemnify the Trustee (in each of its\ncapacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration\nof its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this **Section 11.06**) and defending itself against any claim (whether asserted by the Company, any Holder or any\nother Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable (as determined by a final decision of a court of\ncompetent jurisdiction) to its negligence or willful misconduct. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its\nobligations under this **Section 11.06(B)**, except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that\nit may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable\nfees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent,\nwhich consent will not be unreasonably withheld.\n\n \n\n(C)           The obligations of the Company under this **Section\n11.06** will survive the resignation or removal of the Trustee and the discharge of this Indenture.\n\n \n\n(D)          To secure the Company’s payment obligations in this **Section\n\n11.06**, the Trustee will have a lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal of, or interest on, particular Notes, which lien will survive the discharge of this\nIndenture.\n\n \n\n(E)           If the Trustee incurs expenses or renders services after\nan Event of Default pursuant to **clause (x)** or **(xi)** of **Section 7.01(A)** occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute\nexpenses of administration under any Bankruptcy Law.\n\n \n\nSection 11.07. Replacement of the Trustee.\n\n \n\n(A)          Notwithstanding anything to the contrary in this **Section\n\n11.07**, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this **Section 11.07**.\n\n \n\n- 86 -\n\n \n\n(B)           The Trustee may resign at any time and be discharged from\nthe trust created by this Indenture by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may\nremove the Trustee if:\n\n \n\n(i)            the Trustee fails to comply with **Section\n11.09**;\n\n \n\n(ii)           the Trustee is adjudged to be bankrupt or\ninsolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;\n\n \n\n(iii)          a custodian or public officer takes charge of\nthe Trustee or its property; or\n\n \n\n(iv)          the Trustee becomes incapable of acting.\n\n \n\n(C)          If the Trustee resigns or is removed, or if a vacancy\nexists in the office of the Trustee for any reason, then (i) the Company will promptly appoint a successor Trustee; and (ii) at any time within one (1) year after the successor Trustee takes office, the Holders of a majority in aggregate principal\namount of the Notes then outstanding may appoint a successor Trustee to replace such successor Trustee appointed by the Company.\n\n \n\n(D)          If a successor Trustee does not take office within sixty\n(60) days after the retiring Trustee resigns or is removed, then the retiring Trustee, the Company or the Holders of at least ten percent (10%) in aggregate principal amount of the Notes then outstanding may petition any court of competent\njurisdiction for the appointment of a successor Trustee.\n\n \n\n(E)           If the Trustee, after written request by a Holder of at\nleast six (6) months, fails to comply with **Section 11.09**, then such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.\n\n \n\n(F)           A successor Trustee will deliver a written acceptance of\nits appointment to the retiring Trustee and to the Company, upon which notice the resignation or removal of the retiring Trustee will become effective and the successor Trustee will have all the rights, powers and duties of the Trustee under this\nIndenture. The successor Trustee will send notice of its succession to Holders. The retiring Trustee will, upon payment of all amounts due to it under this Indenture, promptly transfer all property held by it as Trustee to the successor Trustee,\nwhich property will, for the avoidance of doubt, be subject to the lien provided for in **Section 11.06(D)**.\n\n \n\nSection 11.08. Successor Trustee by Merger, Etc.\n\n \n\nAny entity into which the Trustee may be merged or converted or with\nwhich it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Trustee is a party, or any entity succeeding to all or substantially all of the corporate trust business of the Trustee, will (without the\nexecution or filing of any paper or any further act on the part of any of the parties to this Indenture) be the successor of the Trustee under this Indenture, *provided* that such entity is otherwise qualified and eligible to act as such under\nthis **Article 11**.\n\n \n\n- 87 -\n\n \n\nSection 11.09. Eligibility; Disqualification.\n\n \n\nThere will at all times be a Trustee under this Indenture that is a\ncorporation organized and doing business under the laws of the United States of America or of any state thereof, that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state\nauthorities and that has a combined capital and surplus of at least $100.0 million as set forth in its most recent published annual report of condition.\n\n \n\nArticle 12. Miscellaneous\n\n \n\nSection 12.01. Notices.\n\n \n\nAny notice or communication by the Company or the Parent Guarantor or\nthe Trustee to the other will be deemed to have been duly given if in writing and delivered in person or by first class mail (registered or certified, return receipt requested), facsimile transmission, electronic transmission or other similar means\nof unsecured electronic communication or overnight air courier guaranteeing next day delivery, or to the other’s address, which initially is as follows:\n\n \n\nIf to the Company or the Parent Guarantor:\n\n \n\nKimco Realty OP, LLC\n\n500 North Broadway, Suite 201 \n\nJericho, New York 11753\n\nAttention: General Counsel\n\n \n\nwith a copy (which will not constitute notice) to:\n\n \n\nLatham & Watkins LLP\n\n555 Eleventh Street N.W., Suite 1000\n\nWashington, D.C. 20004\n\nAttention: Joel H. Trotter, Julia A. Thompson and R. Charles Cassidy III\n\n \n\nIf to the Trustee:\n\n \n\nU.S. Bank Trust Company, National Association\n\n2 Concourse Parkway NE, Suite 800\n\nAtlanta, Georgia 30328\n\nAttention: Global Corporate Trust – Kimco Realty OP Administrator\n\nTelephone No: (404) 898-8837\n\nEmail: greg.jackson@usbank.com\n\n \n\nNotwithstanding anything to the contrary in the preceding paragraph,\nnotices to the Trustee or any Note Agent must be in writing and will be deemed to have been given upon actual receipt by the Trustee or such Note Agent, as applicable.\n\n \n\nThe Company, the Parent Guarantor or the Trustee, by notice to the\nothers, may designate additional or different addresses (including facsimile numbers and electronic addresses) for subsequent notices or communications.\n\n \n\n- 88 -\n\n \n\nThe Trustee will not have any duty to confirm that the person sending\nany notice, instruction or other communication by electronic transmission (including by e-mail, facsimile transmission, web portal or other electronic methods) is, in fact, a person authorized to do so. Electronic signatures believed by the Trustee\nto comply with the ESIGN Act of 2000 or other applicable law (including electronic images of handwritten signatures and digital signatures provided by DocuSign, Orbit, Adobe Sign or any other digital signature provider acceptable to the Trustee) will\nbe deemed original signatures for all purposes. Any person that uses electronic signatures or electronic methods to send communications to the Trustee assumes all risks arising out of such use, including the risk of the Trustee acting on an\nunauthorized communication and the risk of interception or misuse by third parties. Notwithstanding anything to the contrary in this paragraph, the Trustee may, in any instance and in its sole discretion, require that an original document bearing a\nmanual signature be delivered to the Trustee in lieu of, or in addition to, any such electronic communication.\n\n \n\nAll notices and communications (other than those sent to Holders) will\nbe deemed to have been duly given: (A) at the time delivered by hand, if personally delivered; (B) five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; (C) when receipt is acknowledged, if transmitted by facsimile,\nelectronic transmission or other similar means of unsecured electronic communication; and (D) the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.\n\n \n\nAll notices or communications required to be made to a Holder pursuant\nto this Indenture must be made in writing and will be deemed to be duly sent or given in writing if mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery, to its\naddress shown on the Register; *provided*, *however*, that (A) a notice or communication to a Holder of a Global Note may, but need not, instead be sent pursuant to the Depositary Procedures (in which case, such notice will be deemed to\nbe duly sent or given in writing); and (B) a notice or communication to a Holder of a Global Note that is entitled to the benefits of a Registration Rights Agreement may, but need not, be sent in any manner permitted by such Registration Rights\nAgreement to the owner of the related beneficial interest in such Global Note if such owner is a Notice Holder under such Registration Rights Agreement. The failure to send a notice or communication to a Holder, or any defect in such notice or\ncommunication, will not affect its sufficiency with respect to any other Holder.\n\n \n\nIf the Trustee is then acting as the Depositary’s custodian for the\nNotes, then, at the reasonable request of the Company to the Trustee, the Trustee will cause any notice prepared by the Company to be sent to any Holder(s) pursuant to the Depositary Procedures, *provided* such request is evidenced in a Company\nOrder delivered, together with the text of such notice, to the Trustee at least two (2) Business Days before the date such notice is to be so sent. For the avoidance of doubt, such Company Order need not be accompanied by an Officer’s Certificate or\nOpinion of Counsel. The Trustee will not have any liability relating to the contents of any notice that it sends to any Holder pursuant to any such Company Order.\n\n \n\nIf a notice or communication is mailed or sent in the manner provided\nabove within the time prescribed, it will be deemed to have been duly given, whether or not the addressee receives it.\n\n \n\n- 89 -\n\n \n\nNotwithstanding anything to the contrary in this Indenture or the Notes,\n(A) whenever any provision of this Indenture requires a party to send notice to another party, no such notice need be sent if the sending party and the recipient are the same Person acting in different capacities (and, for purposes of the\ninterpretation of this Indenture, such notice will be deemed to have been duly sent at the time otherwise required by this Indenture); and (B) whenever any provision of this Indenture requires a party to send notice to more than one receiving party,\nand each receiving party is the same Person acting in different capacities, then only one such notice need be sent to such Person.\n\n \n\nSection 12.02. Delivery of Officer’s Certificate and Opinion of Counsel as to Conditions Precedent.\n\n \n\nUpon any request or application by the Company to the Trustee to take\nany action under this Indenture (other than the initial authentication of Notes under this Indenture), the Company will furnish to the Trustee:\n\n \n\n(A)          an Officer’s Certificate that complies with **Section\n12.03** and states that, in the opinion of the signatory thereto, all conditions precedent and covenants, if any, provided for in this Indenture relating to such action have been satisfied; and\n\n \n\n(B)           an Opinion of Counsel that complies with **Section 12.03**\nand states that, in the opinion of such counsel, all such conditions precedent and covenants, if any, have been satisfied.\n\n \n\nSection 12.03. Statements Required in Officer’s Certificate and Opinion of Counsel.\n\n \n\nEach Officer’s Certificate (other than an Officer’s Certificate pursuant\nto **Section 3.06**) or Opinion of Counsel with respect to compliance with a covenant or condition provided for in this Indenture will include:\n\n \n\n(A)          a statement that the signatory thereto has read such\ncovenant or condition;\n\n \n\n(B)           a brief statement as to the nature and scope of the\nexamination or investigation upon which the statements or opinions contained therein are based;\n\n \n\n(C)           a statement that, in the opinion of such signatory, he,\nshe or it has made such examination or investigation as is necessary to enable him, her or it to express an informed opinion as to whether or not such covenant or condition has been satisfied; and\n\n \n\n(D)          a statement as to whether, in the opinion of such\nsignatory, such covenant or condition has been satisfied.\n\n \n\n- 90 -\n\n \n\nSection 12.04. Rules by the Trustee, the Registrar, the Paying Agent and the Exchange Agent.\n\n \n\nThe Trustee may make reasonable rules for action by or at a meeting of\nHolders. Each of the Registrar, the Paying Agent and the Exchange Agent may make reasonable rules and set reasonable requirements for its functions.\n\n \n\nSection 12.05. No Personal\nLiability of Directors, Officers, Employees, Partners and Stockholders.\n\n \n\nNo past, present or future director, officer, employee, incorporator,\npartner or stockholder of the Company or the Parent Guarantor, as such, will have any liability for any obligations of the Company or the Parent Guarantor under this Indenture, the Notes or the Guarantee or for any claim based on, in respect of, or\nby reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.\n\n \n\nSection 12.06. Governing Law; Waiver of Jury Trial.\n\n \n\nTHIS INDENTURE, THE GUARANTEE AND THE NOTES, AND ANY CLAIM, CONTROVERSY\nOR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, THE GUARANTEE OR THE NOTES, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY, THE PARENT GUARANTOR AND THE TRUSTEE IRREVOCABLY WAIVES,\nTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE GUARANTEE OR THE TRANSACTIONS CONTEMPLATED BY THIS INDENTURE, THE NOTES OR THE\nGUARANTEE.\n\n \n\nSection 12.07. Submission to Jurisdiction.\n\n \n\nAny legal suit, action or proceeding arising out of or based upon this\nIndenture or the transactions contemplated by this Indenture may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York, in each case located in the City of New York\n(collectively, the “**Specified Courts**”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent\nallowed under any applicable statute or rule of court) to such party’s address set forth in **Section 12.01** will be effective service of process for any such suit, action or proceeding brought in any such court. Each of the Company, the Parent\nGuarantor, the Trustee and each Holder (by its acceptance of any Note) irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally\nwaives and agrees not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum.\n\n \n\n- 91 -\n\n \n\nSection 12.08. No Adverse Interpretation of Other Agreements.\n\n \n\nNeither this Indenture nor the Notes may be used to interpret any other\nindenture, note, loan or debt agreement of the Company or its Subsidiaries or of any other Person, and no such indenture, note, loan or debt agreement may be used to interpret this Indenture or the Notes.\n\n \n\nSection 12.09. Successors.\n\n \n\nAll agreements of each of the Company and the Parent Guarantor in this\nIndenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its successors.\n\n \n\nSection 12.10. Force Majeure.\n\n \n\nThe Trustee and each Note Agent will not incur any liability for not\nperforming any act or fulfilling any duty, obligation or responsibility under this Indenture or the Notes by reason of any occurrence beyond its control (including any act or provision of any present or future law or regulation or governmental\nauthority, act of God or war, civil unrest, local or national disturbance or disaster, act of terrorism or unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility).\n\n \n\nSection 12.11. U.S.A. PATRIOT Act.\n\n \n\nThe Company acknowledges that, in accordance with Section 326 of the\nU.S.A. PATRIOT Act, the Trustee, like all financial institutions, 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\na relationship or opens an account with the Trustee. The Company agrees to provide the Trustee with such information as it may request to enable the Trustee to comply with the U.S.A. PATRIOT Act.\n\n \n\nSection 12.12. Calculations.\n\n \n\nExcept as otherwise provided in this Indenture, the Company will be\nresponsible for making all calculations called for under this Indenture or the Notes, including determinations of the Last Reported Sale Price, the Daily Exchange Value, the Daily Cash Amount, the Daily Share Amount, the Daily VWAP, the Trading\nPrice, accrued interest (including Additional Interest or Special Interest) on the Notes, the Redemption Price, the Fundamental Change Repurchase Price and the Exchange Rate.\n\n \n\nThe Company will make all calculations in good faith, and, absent\nmanifest error, its calculations will be final and binding on all Holders. The Company will provide a schedule of its calculations to the Trustee and the Exchange Agent, and each of the Trustee and the Exchange Agent may rely conclusively on the\naccuracy of the Company’s calculations without independent verification. The Trustee will promptly forward a copy of each such schedule to a Holder upon its written request therefor. For the avoidance of doubt, the Trustee will not be obligated to\nmake or confirm any calculations or other amounts called for under this Indenture or the Notes.\n\n \n\n- 92 -\n\n \n\nSection 12.13. Severability.\n\n \n\nIf any provision of this Indenture or the Notes is invalid, illegal or\nunenforceable, then the validity, legality and enforceability of the remaining provisions of this Indenture or the Notes will not in any way be affected or impaired thereby.\n\n \n\nSection 12.14. Counterparts.\n\n \n\nThe parties may sign any number of copies of this Indenture. Each signed\ncopy will be an original, and all of them together represent the same agreement. Delivery of an executed counterpart of this Indenture by facsimile, electronically in portable document format or in any other format will be effective as delivery of a\nmanually executed counterpart.\n\n \n\nSection 12.15. Table of Contents, Headings, Etc.\n\n \n\nThe table of contents and the headings of the Articles and Sections of\nthis Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions of this Indenture.\n\n \n\nSection 12.16. Withholding Taxes.\n\n \n\nEach Holder of a Note agrees, and each beneficial owner of an interest\nin a Global Note, by its acquisition of such interest, is deemed to agree, that if the Company, the Parent Guarantor or other applicable withholding agent (including the Trustee) pays withholding taxes or backup withholding on behalf of such Holder\nor beneficial owner as a result of an adjustment or the non-occurrence of an adjustment to the Exchange Rate, then the Company, the Parent Guarantor or such withholding agent, as applicable, may, at its option, withhold such amounts from or set off\nsuch amounts against payments of cash or the delivery of other Exchange Consideration on such Note, any payments on the Common Stock or sales proceeds received by, or other funds or assets of, such Holder or the beneficial owner of such Note.\n\n \n\n[**The Remainder of This Page Intentionally Left Blank; Signature Page Follows**]\n\n \n\n- 93 -\n\n \n\n**IN WITNESS WHEREOF**, the parties to this Indenture have caused\nthis Indenture to be duly executed as of the date first written above.\n\n \n\nKimco Realty OP, LLC\n\nBy: Kimco Realty Corporation, its managing member\n\n \n\nBy:\n/s/ Kathleen Thayer\n\nName:\nKathleen Thayer\n\nTitle:\nExecutive Vice President, Chief Accounting Officer and Treasurer\n\n \n\nKimco Realty Corporation\n\n \n\nBy:\n/s/ Kathleen Thayer\n\nName:\nKathleen Thayer\n\nTitle:\nExecutive Vice President, Chief Accounting Officer and Treasurer\n\n \n\nU.S. Bank Trust Company, National Association, as Trustee\n\n \n\nBy:\n/s/ Gregory M. Jackson\n\nName:\nGregory M. Jackson\n\nTitle:\nVice President\n\n \n\n[Signature Page to Indenture]\n\n \n\n \n\n**EXHIBIT A**\n\n \n\nFORM OF NOTE\n\n \n\n[*Insert Global Note Legend, if applicable*]\n\n \n\n[*Insert Restricted Note Legend, if applicable*]\n\n \n\n[*Insert Non-Affiliate Legend*]\n\n \n\n**Kimco Realty OP, LLC**\n\n \n\n**3.50% Exchangeable Senior Note due 2031**\n\n \n\nCUSIP No.:\n[___]\nCertificate No.     [___]\n\nISIN No.:\n[___]\n\n \n\nKimco Realty OP, LLC, a Delaware limited liability company, for value\nreceived, promises to pay to [Cede & Co.], or its registered assigns, the principal sum of [___] dollars ($[___]) [(as revised by the attached Schedule of Exchanges of Interests in the Global Note)]* on June 15, 2031 and to pay interest thereon,\nas provided in the Indenture referred to below, until the principal and all accrued and unpaid interest are paid or duly provided for.\n\n \n\nInterest Payment Dates:\nJune 15 and December 15 of each year, commencing on [*date*].\n\n \n\nRegular Record Dates:\nJune 1 and December 1.\n\n \n\nAdditional provisions of this Note are set forth on the other side of\nthis Note.\n\n \n\n[**The Remainder of This Page Intentionally Left Blank; Signature Page Follows**]\n\n \n\n \n\n* Insert bracketed language for Global Notes only.\n\n \n\nA-1\n\n \n\n**IN WITNESS WHEREOF**, Kimco Realty OP, LLC has caused this\ninstrument to be duly executed as of the date set forth below.\n\n \n\n \n \n \n\nKimco Realty OP, LLC\n\n \n \n \n \n \n\nDate:\n \n \nBy:\n\nName:\n\nTitle:\n\n \n\nA-2\n\n \n\nTRUSTEE’S CERTIFICATE OF AUTHENTICATION\n\n \n\nU.S. Bank Trust Company, National Association, as Trustee, certifies that this is one of the\nNotes referred to in the within-mentioned Indenture.\n\n \n\nDate:\n \n \nBy:\n \n\n \n \n \n \nAuthorized Signatory\n\n \n\nA-3\n\n \n\n**Kimco Realty OP, LLC**\n\n \n\n**3.50% Exchangeable Senior Note due 2031**\n\n \n\nThis Note is one of a duly authorized issue of notes of Kimco Realty OP,\nLLC, a Delaware limited liability company (the “**Company**”), designated as its 3.50% Exchangeable Senior Notes due 2031 (the “**Notes**”), all issued or to be issued pursuant to an indenture, dated as of June 15, 2026 (as the same may be\namended from time to time, the “**Indenture**”), among the Company, the Parent Guarantor and U.S. Bank Trust Company, National Association, as trustee. Capitalized terms used in this Note without definition have the respective meanings ascribed to\nthem in the Indenture.\n\n \n\nThe Indenture sets forth the rights and obligations of the Company, the\nParent Guarantor, the Trustee and the Holders and the terms of the Notes. Notwithstanding anything to the contrary in this Note, to the extent that any provision of this Note conflicts with the provisions of the Indenture, the provisions of the\nIndenture will control.\n\n \n\n1.             **Interest**. This Note will accrue interest at a\nrate and in the manner set forth in Section 2.05 of the Indenture. Stated Interest on this Note will begin to accrue from, and including, [*date*].\n\n \n\n2.             **Maturity**. This Note will mature on June 15, 2031,\nunless earlier repurchased, redeemed or Exchanged.\n\n \n\n3. **            Guarantee**. The Company’s obligations under the\nIndenture and the Notes are fully and unconditionally guaranteed by the Parent Guarantor as provided in Article 9 of the Indenture.\n\n \n\n4. **            Method of Payment**. Cash amounts due on this Note\nwill be paid in the manner set forth in Section 2.04 of the Indenture.\n\n \n\n5. **            Persons Deemed Owners**. The Holder of this Note\nwill be treated as the owner of this Note for all purposes.\n\n \n\n6. **           Denominations; Transfers and Exchanges**. All Notes\nwill be in registered form, without coupons, in principal amounts equal to any Authorized Denominations. Subject to the terms of the Indenture, the Holder of this Note may transfer or exchange this Note by presenting it to the Registrar and\ndelivering any required documentation or other materials.\n\n \n\n7. **            Right of Holders to Require the Company to Repurchase\nNotes Upon a Fundamental Change**. If a Fundamental Change (other than an Exempted Fundamental Change) occurs, then each Holder will have the right to require the Company to repurchase such Holder’s Notes (or any portion thereof in an Authorized\nDenomination) for cash in the manner, and subject to the terms, set forth in Section 4.02 of the Indenture.\n\n \n\n8. **            Right of the Company to Redeem the Notes**. The\nCompany will have the right to redeem the Notes for cash in the manner, and subject to the terms, set forth in Section 4.03 of the Indenture.\n\n \n\nA-4\n\n \n\n9.             **Exchange**. The Holder of this Note may Exchange\nthis Note into Exchange Consideration in the manner, and subject to the terms, set forth in Article 5 of the Indenture.\n\n \n\n10. **          When the Company May Merge, Etc**. Article 6 of the\nIndenture places limited restrictions on the Company’s ability to be a party to a Company Business Combination Event.\n\n \n\n11. **          Defaults and Remedies**. If an Event of Default\noccurs, then the principal amount of, and all accrued and unpaid interest on, and the Maturity Premium, if any, in respect of, all of the Notes then outstanding may (and, in certain circumstances, will automatically) become due and payable in the\nmanner, and subject to the terms, set forth in Article 7 of the Indenture.\n\n \n\n12. **          Amendments, Supplements and Waivers**. The Company,\nthe Parent Guarantor and the Trustee may amend or supplement the Indenture, the Notes or the Guarantee or waive compliance with any provision of the Indenture, the Notes or the Guarantee in the manner, and subject to the terms, set forth in Section\n7.05 and Article 8 of the Indenture.\n\n \n\n13.           [**Registration Rights Agreement**. In addition to the\nrights provided to Holders of Notes under the Indenture, Holders will have all the rights set forth in the Registration Rights Agreement dated as of [*date*], among the Company, the Parent Guarantor and [__].]*\n\n \n\n14. **          No Personal Liability of Directors, Officers,\nEmployees, Partners and Stockholders**. No past, present or future director, officer, employee, incorporator, partner or stockholder of the Company or the Parent Guarantor, as such, will have any liability for any obligations of the Company or\nthe Parent Guarantor under the Indenture, the Notes or the Guarantee or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver\nand release are part of the consideration for the issuance of the Notes.\n\n \n\n15. **          Authentication**. No Note will be valid until it is\nauthenticated by the Trustee. A Note will be deemed to be duly authenticated only when an authorized signatory of the Trustee (or a duly appointed authenticating agent) manually signs the certificate of authentication of such Note.\n\n \n\n16.          **Abbreviations**. Customary abbreviations may be used\nin the name of a Holder or its assignee, such as TEN COM (tenants in common), TEN ENT (tenants by the entireties), JT TEN (joint tenants with right of survivorship and not as tenants in common), CUST (custodian), and U/G/M/A (Uniform Gift to Minors\nAct).\n\n \n\n17.           **Governing Law**. THIS NOTE, AND ANY CLAIM,\nCONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS NOTE, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.\n\n \n\n \n\n* To be included for any Notes subject to a Registration Rights Agreement.\n\n \n\nA-5\n\n \n\n* * *\n\n \n\nTo request a copy of the Indenture, which the Company will provide to\nany Holder at no charge, please send a written request to the following address:\n\n \n\nKimco Realty OP, LLC\n\n500 North Broadway, Suite 201\n\nJericho, New York 11753\n\nAttention: Chief Financial Officer\n\n \n\nA-6\n\n \n\n**SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE***\n\n \n\nINITIAL PRINCIPAL AMOUNT OF THIS GLOBAL NOTE: $[___]\n\n \n\nThe following exchanges, transfers or cancellations of this Global Note have been made:\n\n \n\n**Date**\n \n**Amount of Increase\n(Decrease) in\nPrincipal Amount of\nthis Global Note**\n \n**Principal Amount of\nthis Global Note\nAfter Such Increase\n(Decrease)**\n \n**Signature of\nAuthorized\nSignatory of Trustee**\n\n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n\n \n\n \n\n* Insert for Global Notes only.\n\n \n\nA-7\n\n \n\n**EXCHANGE NOTICE**\n\n \n\nKimco Realty OP, LLC\n\n \n\n3.50% Exchangeable Senior Notes due 2031\n\n \n\nSubject to the terms of the Indenture, by executing and delivering this Exchange Notice, the\nundersigned Holder of the Note identified below directs the Company to Exchange (check one):\n\n \n\n☐\nthe entire principal amount of\n\n \n\n☐\n$________* aggregate principal amount of\n\n \n\nthe Note identified by CUSIP No.__________ and Certificate No.__________ .\n\n \n\nThe undersigned acknowledges that if the Exchange Date of a Note to be Exchanged is after a\nRegular Record Date and before the next Interest Payment Date, then such Note, when surrendered for Exchange, must, in certain circumstances, be accompanied with an amount of cash equal to the interest that would have accrued on such Note to, but\nexcluding, such Interest Payment Date. The undersigned Holder represents to the Company that, as of the Exchange Date relating to this Exchange Notice, the undersigned Holder is either a “qualified institutional buyer” (as defined in Rule 144A) or an\n“accredited investor” (as defined in Rule 501).\n\n \n\nDate:\n \n \n \n \n\n \n \n \n \n(Legal Name of Holder)\n\n \n\n \n \n \nBy:\n \n\n \n \n \n \nName:\n\n \n \n \n \nTitle:\n\n \n \n \n \n \n\n \n \n \nSignature Guaranteed:\n\n \n\n \n \n \n \n \n\n \n \n \n \nParticipant in a Recognized Signature\n\nGuarantee Medallion Program\n\n \n\n \n \n \nBy:\n \n\n \n \n \n \nAuthorized Signatory\n\n \n\n \n\n* Must be an Authorized Denomination.\n\n \n\nA-8\n\n \n\n**FUNDAMENTAL CHANGE REPURCHASE NOTICE**\n\n \n\nKimco Realty OP, LLC\n\n \n\n3.50% Exchangeable Senior Notes due 2031\n\n \n\nSubject to the terms of the Indenture, by executing and delivering this Fundamental Change\nRepurchase Notice, the undersigned Holder of the Note identified below is exercising its Fundamental Change Repurchase Right with respect to (check one):\n\n \n\n☐\nthe entire principal amount of\n\n \n\n☐\n$_________ * aggregate principal amount of\n\n \n\nthe Note identified by CUSIP No.________ and Certificate No.________ .\n\n \n\nThe undersigned acknowledges that this Note, duly endorsed for transfer, must be delivered\nto the Paying Agent before the Fundamental Change Repurchase Price will be paid.\n\n \n\nDate:\n \n \n \n \n\n \n \n \n \n(Legal Name of Holder)\n\n \n\n \n \n \nBy:\n \n\n \n \n \n \nName:\n\n \n \n \n \nTitle:\n\n \n \n \n \n \n\n \n \n \nSignature Guaranteed:\n\n \n\n \n \n \n \n \n\n \n \n \n \nParticipant in a Recognized Signature\n\nGuarantee Medallion Program\n\n \n\n \n \n \nBy:\n \n\n \n \n \n \nAuthorized Signatory\n\n \n\n \n\n* Must be an Authorized Denomination.\n\n \n\nA-9\n\n  \n\n**ASSIGNMENT FORM**\n\n \n\nKimco Realty OP, LLC\n\n \n\n3.50% Exchangeable Senior Notes due 2031\n\n \n\nSubject to the terms of the Indenture, the undersigned Holder of the Note identified below\nassigns (check one):\n\n \n\n☐\nthe entire principal amount of\n\n \n\n☐\n$________ *aggregate principal amount of\n\n \n\nthe Note identified by CUSIP No.________ and Certificate No.________, and all rights\nthereunder, to:\n\n \n\nName:\n     \n\n \n\nAddress:\n     \n\n \n\nSocial security or tax id. #:\n      \n\n \n\nand irrevocably appoints:\n     \n\n \n \n \n\n  \n\nas agent to transfer the within Note on the books of the Company. The agent may substitute\nanother to act for him/her.\n\n \n\nDate:\n \n \n \n \n\n \n \n \n \n(Legal Name of Holder)\n\n \n\n \n \n \nBy:\n \n\n \n \n \n \nName:\n\n \n \n \n \nTitle:\n\n \n \n \n \n \n\n \n \n \nSignature Guaranteed:\n\n \n\n \n \n \n \n \n\n \n \n \n \nParticipant in a Recognized Signature\n\nGuarantee Medallion Program\n\n \n\n \n \n \nBy:\n \n\n \n \n \n \nAuthorized Signatory\n\n \n\n \n\n* Must be an Authorized Denomination.\n\n \n\nA-10\n\n \n\nTRANSFEROR ACKNOWLEDGMENT\n\n \n\nIf the within Note bears a Restricted Note Legend, the undersigned further certifies that\n(check one):\n\n \n\n1.\n☐\nSuch Transfer is being made to the Company or a Subsidiary of the Company.\n\n \n\n2.\n☐\nSuch Transfer is being made pursuant to, and in accordance with, a registration statement that is\neffective under the Securities Act at the time of the Transfer.\n\n \n\n3.\n☐\nSuch Transfer is being made pursuant to, and in accordance with, Rule 144A under the Securities Act,\nand, accordingly, the undersigned further certifies that the within Note is being transferred to a Person that the undersigned reasonably believes is purchasing the within Note for its own account, or for one or more accounts with respect to\nwhich such Person exercises sole investment discretion, and such Person and each such account is a Person reasonably believed to be a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act in a transaction\nmeeting the requirements of Rule 144A. **If this item is checked, then the transferee must complete and execute the acknowledgment contained on the next page**.\n\n \n\n4.\n☐\nSuch Transfer is being made pursuant to, and in accordance with, any other available exemption from\nthe registration requirements of the Securities Act (including, if available, the exemption provided by Rule 144 under the Securities Act).\n\n \n\nDated:\n \n\n \n\n \n\n(Legal Name of Holder)\n\n \n\nBy:\n \n\nName:\n\nTitle:\n\n \n\nSignature Guaranteed:\n\n \n\n(Participant in a Recognized Signature\n\nGuarantee Medallion Program)\n\n \n\nBy:\n \n\n \nAuthorized Signatory\n\n \n\nA-11\n\n \n\nTRANSFEREE ACKNOWLEDGMENT\n\n \n\nThe undersigned represents that it is purchasing the within Note for its own account, or for\none or more accounts with respect to which the undersigned exercises sole investment discretion, and that and the undersigned and each such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. The\nundersigned acknowledges that the transferor is relying, in transferring the within Note, on the exemption from the registration and prospectus-delivery requirements of the Securities Act of 1933, as amended, provided by Rule 144A and that the\nundersigned has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A.\n\n \n\nDated:\n \n\n \n\n \n\n(Name of Transferee)\n\n \n\nBy:\n \n\nName:\n\nTitle:\n\n \n\nA-12\n\n \n\n**EXHIBIT B-1**\n\n \n\nFORM OF RESTRICTED NOTE LEGEND\n\n \n\nTHE OFFER AND SALE OF THIS NOTE AND THE SHARES OF COMMON STOCK, IF ANY, ISSUABLE UPON\nEXCHANGE OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS\nACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:\n\n \n\n(1)\nREPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER”\n(WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT; AND\n\n \n\n(2)\nAGREES FOR THE BENEFIT OF KIMCO REALTY OP, LLC (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE\nOR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT ONLY:\n\n \n\n(A)\nTO THE COMPANY OR ANY SUBSIDIARY THEREOF;\n\n \n\n(B)\nPURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT;\n\n \n\n(C)\nTO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT;\n\n \n\n(D)\nPURSUANT TO RULE 144 UNDER THE SECURITIES ACT; OR\n\n \n\n(E)\nPURSUANT TO ANY OTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION\nREQUIREMENTS OF THE SECURITIES ACT.\n\n \n\nBEFORE THE REGISTRATION OF ANY SALE OR TRANSFER IN ACCORDANCE WITH (2)(C), (D) OR (E) ABOVE,\nTHE COMPANY, KIMCO REALTY CORPORATION, THE TRUSTEE AND THE REGISTRAR RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH CERTIFICATES OR OTHER DOCUMENTATION OR EVIDENCE AS THEY MAY REASONABLY REQUIRE IN ORDER TO DETERMINE THAT THE PROPOSED SALE OR\nTRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.\n\n \n\nB1-1\n\n \n\n**EXHIBIT B-2**\n\n \n\nFORM OF GLOBAL NOTE LEGEND\n\n \n\nTHIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS\nREGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS THE OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES.\n\n \n\nUNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST\nCOMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND\nANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER\nHEREOF, CEDE & CO., HAS AN INTEREST HEREIN.\n\n \n\nTRANSFERS OF THIS GLOBAL NOTE WILL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO\nNOMINEES OF DTC, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE WILL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE 2 OF THE INDENTURE HEREINAFTER REFERRED\nTO.\n\n \n\nB2-1\n\n \n\n**EXHIBIT B-3**\n\n \n\nFORM OF NON-AFFILIATE LEGEND\n\n \n\nNO AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED) OF THE\nCOMPANY MAY PURCHASE OR OTHERWISE ACQUIRE THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN.\n\n \n\nB3-1"}