Comparable Treasury Uses in Definitions Clause

Definitions from Supplemental Indenture

ELEVENTH SUPPLEMENTAL INDENTURE, dated as of July 3, 2017 (this Supplemental Indenture), between TANGER PROPERTIES LIMITED PARTNERSHIP, a limited partnership duly organized and existing under the laws of North Carolina (hereinafter called the Issuer), having its principal executive office located at 3200 Northline Avenue, Suite 360, Greensboro, North Carolina 27408, and U.S. BANK NATIONAL ASSOCIATION (as successor in interest to State Street Bank and Trust Company), a national banking association having a corporate trust office at One Federal Street, 10th Floor, Boston, MA 02110 as successor trustee under the Original Indenture (as defined below) (the Trustee).

Definitions. Capitalized terms used but not otherwise defined in this Supplemental Indenture shall have the meanings ascribed to them in the Original Indenture. In addition, the following terms shall have the following meanings to be equally applicable to both the singular and the plural forms of the terms set forth below: COMPARABLE TREASURY ISSUE means, with respect to any redemption or acceleration date for the Notes, the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the Assumed Remaining Life (as defined in Section 1.4(d)) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes to be redeemed. COMPARABLE TREASURY PRICE means, with respect to any redemption or acceleration date for the Notes: (a) the average of four Reference Treasury Dealer Quotations for such redemption or acceleration date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (b) if the Issuer obtains fewer than four but more than one such Reference Treasury Dealer Quotations for such redemption or acceleration date, the average of all such quotations, or (c) if the Issuer obtains only one such Reference Treasury Dealer Quotation for such redemption or acceleration date, that Reference Treasury Dealer Quotation. DTC means The Depository Trust Company. GAAP means generally accepted accounting principles, as in effect from time to time, as used in the United States applied on a consistent basis. GLOBAL NOTE means a single fully-registered global note in book-entry form, without coupons, substantially in the form of Exhibit A attached hereto, which represents the Notes. INDENTURE means the Original Indenture as supplemented by this Supplemental Indenture and as further amended, modified or supplemented with respect to the Notes pursuant to the provisions of the Original Indenture. INDEPENDENT INVESTMENT BANKER means one of the Reference Treasury Dealers appointed by the Issuer. INTERCOMPANY DEBT means indebtedness owed by the Issuer, Company or any Subsidiary solely to the Issuer, Company or any Subsidiary. MATURITY DATE, when used with respect to any Note, means the date on which the principal of such Note or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, notice of redemption, notice of option to elect repayment or otherwise. REFERENCE TREASURY DEALER means with respect to any redemption or acceleration date for the Notes, each of (i) Wells Fargo Securities, LLC, a Primary Treasury Dealer (as defined herein) selected by SunTrust Robinson Humphrey, Inc. and a Primary Treasury Dealer selected by U.S. Bancorp Investments, Inc. (and their respective successors provided, however, that if any such firm or any such successor, as the case may be, ceases to be a primary U.S. Government securities dealer in The City of New York (a Primary Treasury Dealer), the Issuer shall substitute therefor another Primary Treasury Dealer); and (ii) two other Primary Treasury Dealers selected by the Issuer. REFERENCE TREASURY DEALER QUOTATIONS means, with respect to each Reference Treasury Dealer and any redemption or acceleration date for the Notes, the average, as determined by the Issuer, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Issuer by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption or acceleration date. STATED MATURITY when used with respect to any Note or any installment of principal thereof or interest thereon, means the date specified in such Note or a coupon representing such installment of interest as the fixed date on which the principal of such Note or such installment of principal or interest is due and payable. SUBSIDIARY means any entity of which at the time of determination the Issuer or one or more other Subsidiaries owns or controls, directly or indirectly, more than 50% of the shares of Voting Stock. The foregoing definition of Subsidiary shall only be applicable with respect to the covenants and other definitions set forth herein. TOTAL UNENCUMBERED ASSETS as of any date means Total Assets minus the value of any properties of the Issuer and its Subsidiaries that are encumbered by any mortgage, charge, pledge, lien, security interest, trust deed, deed of trust, deed to secure debt, security agreement, or other encumbrance of any kind to secure Indebtedness (other than those relating to Intercompany Debt), including the value of any stock of any Subsidiary that is so encumbered determined on a consolidated basis in accordance with GAAP; provided, however, that, in determining Total Unencumbered Assets as a percentage of outstand

Definitions from Senior Note

INDENTURE dated as of June 8, 2017 among Healthcare Trust of America Holdings, LP, a Delaware limited partnership (hereinafter called the Issuer), Healthcare Trust of America, Inc., a Maryland corporation (hereinafter called the Guarantor or, in its capacity as the sole general partner of the Issuer, the General Partner), each having its principal office at 16435 N. Scottsdale Road, Suite 320, Scottsdale, Arizona 85254, and U.S. Bank National Association, as trustee hereunder (hereinafter called the Trustee).

Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. All other terms used in this Indenture that are defined in the Trust Indenture Act (as defined below) or which are by reference therein defined in the Securities Act (as defined below) (except as herein otherwise expressly provided or unless the context otherwise requires) shall have the respective meanings assigned to such terms in the Trust Indenture Act and in the Securities Act as in force at the date of the execution of this Indenture. The words herein, hereof, hereunder and words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other Subdivision. The terms defined in this Article include the plural as well as the singular. Acquired Debt means Debt of a Person (1) existing at the time such Person becomes a Subsidiary or (2) assumed in connection with the acquisition of assets from such Person, in each case, other than Debt incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such acquisition. Acquired Debt shall be deemed to be incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary. Additional Interest has the meaning specified in Section 6.01(g) hereof. Additional Interest Notice has the meaning specified in Section 4.11 hereof. Additional Notes means additional Notes (other than the Initial Notes) issued under this Indenture in accordance with Sections 2.04, 2.11 and 4.09 hereof, as part of the same series as the Initial Notes. Adjusted Treasury Rate means, with respect to any Redemption Date, the rate per year equal to the semi-annual equivalent yield to maturity (computed on the third Business Day immediately preceding the Redemption Date) of the Comparable Treasury Issue (organization) values">Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price (organization) values">Comparable Treasury Price for such Redemption Date. Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control, when used with respect to any specified Person means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms controlling and controlled have meanings correlative to the foregoing. Agent means any Note Registrar, co-registrar, Paying Agent or additional paying agent. Annual Debt Service Charge as of any date means the amount of interest expense determined on a consolidated basis in accordance with generally accepted accounting principles. Applicable Procedures means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange. Authentication Order has the meaning specified in Section 2.01 hereof. Bankruptcy Law means Title 11, U.S. Code or any similar federal, state, or foreign law for the relief of debtors. Benefited Party has the meaning specified in Section 15.01 hereof. Board of Directors means the board of directors of the General Partner or a committee of such board duly authorized to act for it hereunder. Business Day means, with respect to any Note, any day, other than a Saturday, Sunday or any other day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close. Clearstream means Clearstream Banking S.A. Commission means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. Comparable Treasury Issue means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable to the Remaining Life that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life. Comparable Treasury Price means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations. Consoli

Definitions from Senior Note

INDENTURE dated as of June 8, 2017 among Healthcare Trust of America Holdings, LP, a Delaware limited partnership (hereinafter called the Issuer), Healthcare Trust of America, Inc., a Maryland corporation (hereinafter called the Guarantor or, in its capacity as the sole general partner of the Issuer, the General Partner), each having its principal office at 16435 N. Scottsdale Road, Suite 320, Scottsdale, Arizona 85254, and U.S. Bank National Association, as trustee hereunder (hereinafter called the Trustee).

Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. All other terms used in this Indenture that are defined in the Trust Indenture Act (as defined below) or which are by reference therein defined in the Securities Act (as defined below) (except as herein otherwise expressly provided or unless the context otherwise requires) shall have the respective meanings assigned to such terms in the Trust Indenture Act and in the Securities Act as in force at the date of the execution of this Indenture. The words herein, hereof, hereunder and words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other Subdivision. The terms defined in this Article include the plural as well as the singular. Acquired Debt means Debt of a Person (1) existing at the time such Person becomes a Subsidiary or (2) assumed in connection with the acquisition of assets from such Person, in each case, other than Debt incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such acquisition. Acquired Debt shall be deemed to be incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary. Additional Interest has the meaning specified in Section 6.01(g) hereof. Additional Interest Notice has the meaning specified in Section 4.11 hereof. Additional Notes means additional Notes (other than the Initial Notes) issued under this Indenture in accordance with Sections 2.04, 2.11 and 4.09 hereof, as part of the same series as the Initial Notes. Adjusted Treasury Rate means, with respect to any Redemption Date, the rate per year equal to the semi-annual equivalent yield to maturity (computed on the third Business Day immediately preceding the Redemption Date) of the Comparable Treasury Issue (organization) values">Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price (organization) values">Comparable Treasury Price for such Redemption Date. Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, control, when used with respect to any specified Person means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms controlling and controlled have meanings correlative to the foregoing. Agent means any Note Registrar, co-registrar, Paying Agent or additional paying agent. Annual Debt Service Charge as of any date means the amount of interest expense determined on a consolidated basis in accordance with generally accepted accounting principles. Applicable Procedures means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange. Authentication Order has the meaning specified in Section 2.01 hereof. Bankruptcy Law means Title 11, U.S. Code or any similar federal, state, or foreign law for the relief of debtors. Benefited Party has the meaning specified in Section 15.01 hereof. Board of Directors means the board of directors of the General Partner or a committee of such board duly authorized to act for it hereunder. Business Day means, with respect to any Note, any day, other than a Saturday, Sunday or any other day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close. Clearstream means Clearstream Banking S.A. Commission means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. Comparable Treasury Issue means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable to the Remaining Life that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life. Comparable Treasury Price means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations. Consoli

Definitions from Collateral Agent

INDENTURE, dated as of October 17, 2016, among QCP AL REIT, LLC, QCP SNF West REIT, LLC, QCP SNF Central REIT, LLC and QCP SNF East REIT, LLC (collectively, the Issuers and each, an Issuer), the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee (in such capacity, the Trustee) and notes collateral agent (together with its successors and assigns, the Notes Collateral Agent).

Definitions. Set forth below are certain defined terms used in this Indenture. Acquired Indebtedness means Indebtedness of a Person existing at the time such Person is merged into or consolidated with QCP or any of its Restricted Subsidiaries or becomes (including by redesignation) a Restricted Subsidiary of QCP or that is assumed in connection with an acquisition from such Person by a Restricted Subsidiary of QCP and Indebtedness encumbering any property or asset acquired from such Person; provided, however, that Indebtedness of such Person that is redeemed, repurchased, defeased, discharged, retired or otherwise repaid (or for which an irrevocable deposit is made in an amount sufficient to effect the foregoing) at the time of or immediately upon consummation of or substantially concurrently with the transactions by which such Person is merged into or consolidated with QCP or any of its Restricted Subsidiaries or becomes (including by redesignation) a Restricted Subsidiary of QCP or such acquisition shall not be deemed to be Indebtedness. Additional Notes means the Notes issued under the terms of this Indenture subsequent to the Issue Date. Adjusted Treasury Rate means, with respect to any redemption date, (1) the yield as of the earlier of (a) such redemption date and (b) the date on which such Notes are defeased or satisfied and discharged, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated H.15(519) or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption Treasury Constant Maturities, for the maturity corresponding to the Comparable Treasury Issue (organization) values">Comparable Treasury Issue (if no maturity is within three months before or after November 1, 2019, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price (organization) values">Comparable Treasury Price for such redemption date, in each case calculated by the Issuers on the third Business Day immediately preceding the redemption date, plus, in the case of each of clauses (1) and (2), 0.50%. Affiliate means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, control (including, with correlative meanings, the terms controlling, controlled by and under common control with), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, prior to the effectiveness of the Spin-Off, HCP and its Subsidiaries (other than QCP and its Subsidiaries) shall not be affiliates of QCP and its Subsidiaries. After-Acquired Property means any property or assets (other than Excluded Property) of the Issuers or any Subsidiary Guarantor that secures or is required to secure any First Priority Lien Obligations (including any Secured Bank Indebtedness) that is not already subject to the Lien under the Security Documents. Agent means any Registrar or Paying Agent. Applicable Premium means with respect to a Note at any redemption date, the greater of (1) 1.00% of the principal amount of such Note and (2) the excess of (A) the present value at such redemption date of (i) the redemption price of such Note on November 1, 2019 (such redemption price being described in the first paragraph in Section 5 of the Note exclusive of any accrued and unpaid interest) plus (ii) all required remaining scheduled interest payments due on such Note through November 1, 2019 (but excluding accrued and unpaid interest to such redemption date), computed using a discount rate equal to the Adjusted Treasury Rate at such redemption date, over (B) the principal amount of such Note on such redemption date. Asset Sale means any sale, transfer or other disposition, including by way of merger, consolidation or Sale and Leaseback Transaction, in one transaction or a series of related transactions by QCP or any of its Restricted Subsidiaries to any Person other than QCP or any of its Restricted Subsidiaries of:

Definitions from Collateral Agent

INDENTURE, dated as of October 17, 2016, among QCP AL REIT, LLC, QCP SNF West REIT, LLC, QCP SNF Central REIT, LLC and QCP SNF East REIT, LLC (collectively, the Issuers and each, an Issuer), the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee (in such capacity, the Trustee) and notes collateral agent (together with its successors and assigns, the Notes Collateral Agent).

Definitions. Set forth below are certain defined terms used in this Indenture. Acquired Indebtedness means Indebtedness of a Person existing at the time such Person is merged into or consolidated with QCP or any of its Restricted Subsidiaries or becomes (including by redesignation) a Restricted Subsidiary of QCP or that is assumed in connection with an acquisition from such Person by a Restricted Subsidiary of QCP and Indebtedness encumbering any property or asset acquired from such Person; provided, however, that Indebtedness of such Person that is redeemed, repurchased, defeased, discharged, retired or otherwise repaid (or for which an irrevocable deposit is made in an amount sufficient to effect the foregoing) at the time of or immediately upon consummation of or substantially concurrently with the transactions by which such Person is merged into or consolidated with QCP or any of its Restricted Subsidiaries or becomes (including by redesignation) a Restricted Subsidiary of QCP or such acquisition shall not be deemed to be Indebtedness. Additional Notes means the Notes issued under the terms of this Indenture subsequent to the Issue Date. Adjusted Treasury Rate means, with respect to any redemption date, (1) the yield as of the earlier of (a) such redemption date and (b) the date on which such Notes are defeased or satisfied and discharged, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated H.15(519) or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption Treasury Constant Maturities, for the maturity corresponding to the Comparable Treasury Issue (organization) values">Comparable Treasury Issue (if no maturity is within three months before or after November 1, 2019, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price (organization) values">Comparable Treasury Price for such redemption date, in each case calculated by the Issuers on the third Business Day immediately preceding the redemption date, plus, in the case of each of clauses (1) and (2), 0.50%. Affiliate means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, control (including, with correlative meanings, the terms controlling, controlled by and under common control with), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, prior to the effectiveness of the Spin-Off, HCP and its Subsidiaries (other than QCP and its Subsidiaries) shall not be affiliates of QCP and its Subsidiaries. After-Acquired Property means any property or assets (other than Excluded Property) of the Issuers or any Subsidiary Guarantor that secures or is required to secure any First Priority Lien Obligations (including any Secured Bank Indebtedness) that is not already subject to the Lien under the Security Documents. Agent means any Registrar or Paying Agent. Applicable Premium means with respect to a Note at any redemption date, the greater of (1) 1.00% of the principal amount of such Note and (2) the excess of (A) the present value at such redemption date of (i) the redemption price of such Note on November 1, 2019 (such redemption price being described in the first paragraph in Section 5 of the Note exclusive of any accrued and unpaid interest) plus (ii) all required remaining scheduled interest payments due on such Note through November 1, 2019 (but excluding accrued and unpaid interest to such redemption date), computed using a discount rate equal to the Adjusted Treasury Rate at such redemption date, over (B) the principal amount of such Note on such redemption date. Asset Sale means any sale, transfer or other disposition, including by way of merger, consolidation or Sale and Leaseback Transaction, in one transaction or a series of related transactions by QCP or any of its Restricted Subsidiaries to any Person other than QCP or any of its Restricted Subsidiaries of:

Definitions from Supplemental Indenture

THIS EIGHTH SUPPLEMENTAL INDENTURE, between Agilent Technologies, Inc., a Delaware corporation (the Obligor), having its principal office at 5301 Stevens Creek Blvd., Santa Clara, California 95051, and U.S. Bank National Association, as trustee (the Trustee), is made and entered into as of this 22nd day of September, 2016.

Definitions. For all purposes of this Eighth Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires: Change of Control means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Obligor and its Subsidiaries taken as a whole to any person (as that term is used in Section 13(d) and Section 14(d) of the Exchange Act) other than the Obligor or one of its Subsidiaries; (2) the adoption of a plan relating to the Obligors liquidation or dissolution; (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person (as that term is used in Section 13(d)(3) of the Exchange Act) or group of persons, other than the Obligor or its Subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the Obligors Voting Stock or other Voting Stock into which the Obligors Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; or (4) the first day on which a majority of the members of the Obligor Board are not Continuing Directors. Change of Control Repurchase Event means the occurrence of both a Change of Control and a Ratings Event. Comparable Treasury Issue (organization) values">Comparable Treasury Issue means the United States Treasury security selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Senior Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Senior Notes. Comparable Treasury Price (organization) values">Comparable Treasury Price means, with respect to any Redemption Date, (1) the arithmetic average of four Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than four Reference Treasury Dealer Quotations, the arithmetic average of all Reference Treasury Dealer Quotations for such Redemption Date. Continuing Directors means, as of any date of determination, any member of the Obligor Board who (1) was a member of the Obligor Board on the date of the issuance of the Senior Notes; or (2) was nominated for election or elected to the Obligor Board with the approval of a majority of the Continuing Directors who were members of the Obligor Board at the time of such nomination or election. Eighth Supplemental Indenture means this Eighth Supplemental Indenture dated as of September 22, 2016 to the Indenture between the Obligor and the Trustee, as amended or supplemented from time to time. Fifth Supplemental Indenture means the Fifth Supplemental Indenture dated as of July 20, 2010 to the Indenture between the Obligor and the Trustee, as amended or supplemented from time to time. First Supplemental Indenture means the First Supplemental Indenture dated as of October 29, 2007 to the Indenture between the Obligor and the Trustee, as amended or supplemented from time to time. Fitch means Fitch Ratings Ltd. and its successors. Fourth Supplemental Indenture means the Fourth Supplemental Indenture dated as of July 20, 2010 to the Indenture between the Obligor and the Trustee, as amended or supplemented from time to time. Indenture has the meaning assigned in the recitals. Independent Investment Banker means BNP Paribas Securities Corp., Citigroup Global Markets Inc. or Credit Suisse Securities (USA) LLC, or their respective successors as may be appointed from time to time by the Obligor; provided, however, that if any of the foregoing ceases to be a primary U.S. Government securities dealer in New York City (a primary treasury dealer), the Obligor shall substitute another primary treasury dealer. Investment Grade means a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of Fitch); a rating of Baa3 or better by Moodys (or its equivalent under any successor Rating Categories of Moodys); and a rating of BBB- or better by S&P (or its equivalent under any successor Rating Categories of S&P); or the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Obligor. Moodys means Moodys Investors Service Inc. and its successors. Obligor Board means the board of directors of the Obligor. Rating Agency means each of Fitch, Moodys and S&P, so long as such entity makes a rating of the Senior Notes publicly available; provided, however, if any of Fitch, Moodys or S&P ceases to rate the Senior Notes or fails to make a rating of the Senior Notes publicly available for reasons outside

Definitions from First Supplemental Indenture

FIRST SUPPLEMENTAL INDENTURE (this First Supplemental Indenture), dated as of September 12, 2016, between The TJX Companies, Inc., a Delaware corporation (the Company), and U.S. Bank National Association, as trustee (the Trustee).

Definitions. (a) For the benefit of the Holders of the Notes, the following terms shall have the meanings set forth in this Section 2.02: Additional Notes has the meaning specified in Section 3.02(b) of this First Supplemental Indenture. Attributable Debt in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value (discounted at the imputed rate of interest of such transaction determined in accordance with U.S. generally accepted accounting principles) of the obligation of the lessee for net rental payments during the remaining term of the lease included in such arrangement (including any period for which such lease has been extended or may, at the option of the lessor, be extended). The term net rental payments under any lease for any period shall mean the sum of the rental and other payments required to be paid in such period by the lessee thereunder, not including any amounts required to be paid by such lessee (whether or not designated as rental or additional rental) on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges required to be paid by such lessee thereunder or any amounts required to be paid by such lessee thereunder contingent upon the amount of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar charges. Capitalized Lease Obligations means obligations created pursuant to leases that are required to be shown on the liability side of a balance sheet in accordance with FASB Statement No. 13, Accounting for Leases, as amended and interpreted, or any successor or comparable accounting standard. Change of Control means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the Companys assets and the assets of its Subsidiaries, taken as a whole, to any person, other than the Company or one of its Subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person (other than the Company or one of its wholly owned subsidiaries) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Companys outstanding Voting Stock or other Voting Stock into which the Companys Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; or (3) the adoption of a plan relating to the Companys liquidation or dissolution. The term person, as used in this definition, has the meaning given thereto in Section 13(d)(3) of the Exchange Act. Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event. Comparable Treasury Issue (organization) values">Comparable Treasury Issue means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed, to the Par Call Date, that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such Notes assuming, for this purpose, the Notes mature on the Par Call Date. Comparable Treasury Price (organization) values">Comparable Treasury Price means, with respect to any Redemption Date, (A) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if the Company obtains fewer than five of such Reference Treasury Dealer Quotations, the average of all such quotations. Consolidated Net Tangible Assets means, at the time of determination, the total amount of assets (less depreciation and valuation reserves and other reserves and items deductible from the gross book value of specific asset accounts under U.S. generally accepted accounting principles) that under U.S. generally accepted accounting principles would be included on the Companys and its Restricted Subsidiaries most recent annual consolidated balance sheet after deducting therefrom (i) amounts that would, in conformity with U.S. generally accepted accounting principles, be included as current liabilities on such most recent annual consolidated balance sheet (other than (x) the current portion of any Funded Debt or Capitalized Lease Obligations, (y) the current portion of accrued interest and (z) the current portion of current and deferred income taxes), (ii) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles (other than leasehold costs), which in each such case would be so included on such most recent annual balance sheet, and (iii) all amounts which would be so included on such most recent annual balance sheet in respect

Definitions from Supplemental Indenture

NINTH SUPPLEMENTAL INDENTURE (this Ninth Supplemental Indenture), dated as of August 16, 2016, between Fidelity National Information Services, Inc., a Georgia corporation (the Company), and The Bank of New York Mellon Trust Company, N.A., a national banking association (the Trustee).

Definitions. Capitalized terms used herein without definition shall have the respective meanings given them in the Base Indenture, provided that references to this Indenture, herein, hereof and hereunder and other words of a similar import in the Base Indenture shall be deemed to be a reference to the Base Indenture as supplemented and amended by this Ninth Supplemental Indenture. Any references to Article or Section herein shall be a reference to an article or section of this Ninth Supplemental Indenture unless expressly specified otherwise. For purposes of this Ninth Supplemental Indenture, the following terms shall have the meanings specified below, notwithstanding any contrary definition in the Base Indenture. Below Investment Grade Rating Event means the rating on the Notes (as hereinafter defined) is lowered by each of the Rating Agencies and the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any Rating Agency). Change of Control means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole to any person or group (as those terms are used in Section 13(d)(3) of the Exchange Act) other than the Company and its Subsidiaries; (2) the approval by the holders of the Companys common stock of any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions of the Indenture); (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person or group (as those terms are used in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the then outstanding number of shares of the Companys voting stock; or (4) the Company consolidates or merges with or into any entity, pursuant to a transaction in which any of the outstanding voting stock of the Company or such other entity is converted into or exchanged for cash, securities or other property (except when voting stock of the Company constitutes, or is converted into, or exchanged for, at least a majority of the voting stock of the surviving person). Change of Control Triggering Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event. Comparable Treasury Issue means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of the Notes (assuming for this purpose that the Notes matured on the Par Call Date (as defined in Section 2.6)). Comparable Treasury Price of a Comparable Treasury Issue means, with respect to any Redemption Date:

Definitions from Supplemental Indenture

TENTH SUPPLEMENTAL INDENTURE (this Tenth Supplemental Indenture), dated as of August 16, 2016, between Fidelity National Information Services, Inc., a Georgia corporation (the Company), and The Bank of New York Mellon Trust Company, N.A., a national banking association (the Trustee).

Definitions. Capitalized terms used herein without definition shall have the respective meanings given them in the Base Indenture, provided that references to this Indenture, herein, hereof and hereunder and other words of a similar import in the Base Indenture shall be deemed to be a reference to the Base Indenture as supplemented and amended by this Tenth Supplemental Indenture. Any references to Article or Section herein shall be a reference to an article or section of this Tenth Supplemental Indenture unless expressly specified otherwise. For purposes of this Tenth Supplemental Indenture, the following terms shall have the meanings specified below, notwithstanding any contrary definition in the Base Indenture. Below Investment Grade Rating Event means the rating on the Notes (as hereinafter defined) is lowered by each of the Rating Agencies and the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any Rating Agency). Change of Control means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole to any person or group (as those terms are used in Section 13(d)(3) of the Exchange Act) other than the Company and its Subsidiaries; (2) the approval by the holders of the Companys common stock of any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions of the Indenture); (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person or group (as those terms are used in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the then outstanding number of shares of the Companys voting stock; or (4) the Company consolidates or merges with or into any entity, pursuant to a transaction in which any of the outstanding voting stock of the Company or such other entity is converted into or exchanged for cash, securities or other property (except when voting stock of the Company constitutes, or is converted into, or exchanged for, at least a majority of the voting stock of the surviving person). Change of Control Triggering Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event. Comparable Treasury Issue means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of the Notes (assuming for this purpose that the Notes matured on the Par Call Date (as defined in Section 2.6)). Comparable Treasury Price of a Comparable Treasury Issue means, with respect to any Redemption Date:

Definitions from Supplemental Indenture

ELEVENTH SUPPLEMENTAL INDENTURE (this Eleventh Supplemental Indenture), dated as of August 16, 2016, between Fidelity National Information Services, Inc., a Georgia corporation (the Company), and The Bank of New York Mellon Trust Company, N.A., a national banking association (the Trustee).

Definitions. Capitalized terms used herein without definition shall have the respective meanings given them in the Base Indenture, provided that references to this Indenture, herein, hereof and hereunder and other words of a similar import in the Base Indenture shall be deemed to be a reference to the Base Indenture as supplemented and amended by this Eleventh Supplemental Indenture. Any references to Article or Section herein shall be a reference to an article or section of this Eleventh Supplemental Indenture unless expressly specified otherwise. For purposes of this Eleventh Supplemental Indenture, the following terms shall have the meanings specified below, notwithstanding any contrary definition in the Base Indenture. Below Investment Grade Rating Event means the rating on the Notes (as hereinafter defined) is lowered by each of the Rating Agencies and the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any Rating Agency). Change of Control means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties and assets of the Company and its Subsidiaries taken as a whole to any person or group (as those terms are used in Section 13(d)(3) of the Exchange Act) other than the Company and its Subsidiaries; (2) the approval by the holders of the Companys common stock of any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions of the Indenture); (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person or group (as those terms are used in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the then outstanding number of shares of the Companys voting stock; or (4) the Company consolidates or merges with or into any entity, pursuant to a transaction in which any of the outstanding voting stock of the Company or such other entity is converted into or exchanged for cash, securities or other property (except when voting stock of the Company constitutes, or is converted into, or exchanged for, at least a majority of the voting stock of the surviving person). Change of Control Triggering Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event. Comparable Treasury Issue means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of the Notes (assuming for this purpose that the Notes matured on the Par Call Date (as defined in Section 2.6)). Comparable Treasury Price of a Comparable Treasury Issue means, with respect to any Redemption Date: