OUTFRONT Media Inc.

EX-4.1 · out-ex41xindenturejune2026.htm

EX-4.1
 2
 out-ex41xindenturejune2026.htm
 EX-4.1

 Exhibit 4.1

 Execution Version

 ________________________________
 OUTFRONT MEDIA CAPITAL LLC,    
OUTFRONT MEDIA CAPITAL CORPORATION,
THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO
 and
 DEUTSCHE BANK TRUST COMPANY AMERICAS,
 as Trustee
 ________________________________
 INDENTURE
 Dated as of June 12, 2026
 ________________________________
 6.000% SENIOR NOTES DUE 2034
 ________________________________

 ARTICLE I

 DEFINITIONS AND INCORPORATION BY REFERENCE
 1

 Section 1.01      Definitions.
 1

 Section 1.02      Other Definitions.
 34

 Section 1.03      Rules of Construction.
 35

 Section 1.04      Acts of Holders.
 36

 ARTICLE II
 THE NOTES
 37

 Section 2.01      Form and Dating; Terms.
 37

 Section 2.02      Execution and Authentication.
 39

 Section 2.03      Registrar and Paying Agent.
 39

 Section 2.04      Paying Agent to Hold Money in Trust.
 40

 Section 2.05      Holder Lists.
 40

 Section 2.06      Transfer and Exchange.
 40

 Section 2.07      Replacement Notes.
 52

 Section 2.08      Outstanding Notes.
 52

 Section 2.09      Treasury Notes.
 53

 Section 2.10      Temporary Notes.
 53

 Section 2.11      Cancellation.
 53

 Section 2.12      Defaulted Interest.
 54

 Section 2.13      CUSIP/ISIN Numbers and DTC Records.
 54

 ARTICLE III
 REDEMPTION
 55

 Section 3.01      Notices to Trustee.
 55

 Section 3.02      Selection of Notes to Be Redeemed or Purchased.
 55

 Section 3.03      Notice of Purchase or Redemption.
 56

 Section 3.04      Effect of Notice of Redemption.
 57

 Section 3.05      Deposit of Redemption or Purchase Price.
 57

 Section 3.06      Notes Redeemed or Purchased in Part.
 58

 Section 3.07      Optional Redemption.
 58

 Section 3.08      Mandatory Redemption.
 58

 Section 3.09      Offers to Repurchase by Application of Excess Proceeds.
 58

 ARTICLE IV
 COVENANTS
 60

 Section 4.01      Payment of Notes.
 60

 Section 4.02      Maintenance of Office or Agency.
 61

 Section 4.03      Reports and Other Information.
 61

 Section 4.04      Compliance Certificate.
 62

 Section 4.05      Taxes.
 63

 Section 4.06      Stay, Extension and Usury Laws.
 63

 Section 4.07      Limitation on Restricted Payments.
 63

 Section 4.08      Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.
 69

 Section 4.09      Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.
 71

 Section 4.10      Asset Sales.
 77

 Section 4.11      Transactions with Affiliates.
 80

 Section 4.12      Liens.
 82

 Section 4.13      Existence.
 82

 Section 4.14      Offer to Repurchase Upon Change of Control.
 83

 Section 4.15      Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.
 85

 Section 4.16      Suspension of Certain Covenants.
 86

 Section 4.17      [Reserved.]
 86

 Section 4.18      Limitations on Business Activities.
 87

 Section 4.19      Restrictions on Activities of Finance Corp.
 87

 ARTICLE V

 SUCCESSORS
 87

 Section 5.01      Merger, Consolidation or Sale of All or Substantially All Assets.
 87

 Section 5.02      Successor Corporation Substituted.
 90

 ARTICLE VI

 DEFAULTS AND REMEDIES
 90

 Section 6.01      Events of Default.
 90

 Section 6.02      Acceleration.
 92

 Section 6.03      Other Remedies.
 93

 Section 6.04      Waiver of Defaults.
 93

 Section 6.05      Control by Majority.
 93

 Section 6.06      Limitation on Suits.
 93

 Section 6.07      Rights of Holders of Notes to Receive Payment.
 94

 Section 6.08      Collection Suit by Trustee.
 94

 Section 6.09      Restoration of Rights and Remedies.
 94

 Section 6.10      Rights and Remedies Cumulative.
 95

 Section 6.11      Delay or Omission Not Waiver.
 95

 Section 6.12      Trustee and Collateral Agent May File Proofs of Claim.
 95

 Section 6.13      Priorities.
 96

 Section 6.14      Undertaking for Costs.
 96

 ARTICLE VII

 TRUSTEE
 96

 Section 7.01      Duties of Trustee.
 96

 Section 7.02      Rights of Trustee.
 97

 Section 7.03      Individual Rights of Trustee.
 99

 Section 7.04      Trustee’s Disclaimer.
 99

 ii

 Section 7.05      Notice of Defaults.
 99

 Section 7.06      Compensation and Indemnity.
 99

 Section 7.07      Replacement of Trustee.
 100

 Section 7.08      Successor Trustee by Merger, etc.
 101

 Section 7.09      Eligibility; Disqualification.
 101

 Section 7.10      Preferential Collection of Claims Against Issuers.
 102

 ARTICLE VIII

 LEGAL DEFEASANCE AND COVENANT DEFEASANCE
 102

 Section 8.01      Option to Effect Legal Defeasance or Covenant Defeasance.
 102

 Section 8.02      Legal Defeasance and Discharge.
 102

 Section 8.03      Covenant Defeasance.
 103

 Section 8.04      Conditions to Legal or Covenant Defeasance.
 103

 Section 8.05      Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.
 104

 Section 8.06      Repayment to Issuers.
 105

 Section 8.07      Reinstatement.
 105

 ARTICLE IX
 AMENDMENT, SUPPLEMENT AND WAIVER
 105

 Section 9.01      Without Consent of Holders of Notes.
 105

 Section 9.02      With Consent of Holders of Notes.
 106

 Section 9.03      Revocation and Effect of Consents.
 108

 Section 9.04      Notation on or Exchange of Notes.
 108

 Section 9.05      Trustee to Sign Amendments, etc.
 108

 ARTICLE X
 GUARANTEES
 109

 Section 10.01      Guarantee.
 109

 Section 10.02      Limitation on Guarantor Liability.
 110

 Section 10.03      Execution and Delivery.
 111

 Section 10.04      Subrogation.
 111

 Section 10.05      Benefits Acknowledged.
 111

 Section 10.06      Release of Guarantees.
 111

 ARTICLE XI

 SATISFACTION AND DISCHARGE
 112

 Section 11.01      Satisfaction and Discharge.
 112

 Section 11.02      Application of Trust Money.
 113

 ARTICLE XII

 MISCELLANEOUS
 120

 Section 12.01      Notices.
 120

 Section 12.02      Certificate and Opinion as to Conditions Precedent.
 121

 Section 12.03      Statements Required in Certificate or Opinion.
 121

 Section 12.04      Rules by Trustee and Agents.
 122

 iii

 Section 12.05      No Personal Liability of Directors, Officers, Employees and Stockholders.
 122

 Section 12.06      Governing Law.
 122

 Section 12.07      Consent to Jurisdiction.
 122

 Section 12.08      Waiver of Jury Trial.
 123

 Section 12.09      Force Majeure.
 123

 Section 12.10      No Adverse Interpretation of Other Agreements.
 123

 Section 12.11      Successors.
 123

 Section 12.12      Severability.
 123

 Section 12.13      Counterpart Originals.
 123

 Section 12.14      Table of Contents, Headings, etc.
 124

 Section 12.15      U.S.A. Patriot Act.
 124

 Section 12.16      Trust Indenture Act.
 125

 iv

 INDENTURE, dated as of June 12, 2026, among Outfront Media Capital LLC, a Delaware limited liability company (“ Finance LLC ”), Outfront Media Capital Corporation, a Delaware corporation (“ Finance Corp.” and, together with Finance LLC, the “ Issuers ”), the Guarantors (as defined herein) listed on the signature pages hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee.
 W I T N E S S E T H
 WHEREAS, the Issuers have duly authorized the creation of an issue of $500,000,000 aggregate principal amount of 6.000% Senior Notes due 2034 (the “ Initial Notes ”); and
 WHEREAS, each of the Issuers and each of the Guarantors has duly authorized the execution and delivery of this Indenture.
 NOW, THEREFORE, the Issuers, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes.
 ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
 Section 1.01     Definitions .
 “ 144A Global Note ” means a Global Note substantially in the form of Exhibit A hereto, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of Notes sold in reliance on Rule 144A.
 “ Acquired Indebtedness ” means, with respect to any specified Person,
 (1)    Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and
 (2)    Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.
 “ Additional Notes ” means additional Notes (other than the Initial Notes) issued from time to time under this Indenture in accordance with Sections 2.01 and 4.09 hereof.
 “ 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 purposes of this definition, “ control ” (including, with correlative meanings, the terms “ controlling ,” “ controlled by ” and “ under common control with ”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause

 the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.
 “ Agent ” means any Registrar or Paying Agent.
 “ Applicable Premium ” means, with respect to any Note on any redemption date, the greater of:
 (a)    1.0% of the principal amount of such Note on such redemption date; and
 (b)    the excess, if any, of (1) the present value at such redemption date of (A) the redemption price of such Note at June 15, 2029 (such redemption price being set forth in the table appearing in Paragraph 5 on the reverse side of the Note attached as Exhibit A hereto), plus (B) all required interest payments due on such Note through June 15, 2029 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the applicable Treasury Rate as of such redemption date plus 50 basis points; over (2) the principal amount of such Note.
 The Parent shall determine the Applicable Premium.
 “ 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/or Clearstream that apply to such transfer or exchange.
 “ AR Facility ” means the Parent’s $150.0 million revolving accounts receivable securitization facility entered into on June 30, 2017, by and among the Parent, Outfront Media LLC, Outfront Media Receivables LLC, Outfront Media Receivables TRS, LLC and MUFG Bank, Ltd, as amended and restated on July 19, 2019, and as further amended on June 1, 2022 and June 14, 2024, as may be further amended, supplemented, modified, extended, renewed, restated, refunded, refinanced or replaced from time to time.
 “ Asset Sale ” means:
 (1)    the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Parent or any of its Restricted Subsidiaries (each referred to in this definition as a “ disposition ”); or
 (2)    the issuance or sale of Equity Interests of any Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance with Section 4.09 hereof), whether in a single transaction or a series of related transactions;
 in each case, other than:
 (a)    any disposition of cash, Cash Equivalents or Investment Grade Securities or damaged, obsolete, worn out, used or surplus property, equipment or other assets (including, for the avoidance of doubt and without limitation, billboards, advertising
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 spaces and/or displays (whether static, digital or experiential), advertising technology platforms, automated and/or data-driven advertising sales platforms, and related licenses, software and/or hardware), or assets no longer used or useful in the business of the Parent and the Restricted Subsidiaries in the reasonable opinion of the Parent, in each case in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale or any lease of advertising space in each case in the ordinary course of business;
 (b)    the disposition of all or substantially all of the assets of (1) the Parent or an Issuer in a manner permitted pursuant to the provisions described under Section 5.01 hereof or any disposition that constitutes a Change of Control pursuant to this Indenture or (2) any Subsidiary Guarantor to the extent that such disposition is made to a Person who either (A) is an Issuer or a Guarantor or (B) becomes a Subsidiary Guarantor pursuant to the provisions described under Section 5.01 hereof;
 (c)    the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 4.07 hereof;
 (d)    any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value (as determined in good faith by the Parent) not to exceed the greater of (x) $51.5 million and (y) 1.0% of Total Assets;
 (e)    any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Parent or by the Parent or a Restricted Subsidiary to another Restricted Subsidiary;
 (f)    to the extent allowable under Section 1031 of the Code, or any comparable or successor provision, any exchange of like property (excluding any boot thereon) for use in a Similar Business;
 (g)    the lease, assignment or sub-lease of any real or personal property in the ordinary course of business;
 (h)    any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;
 (i)    foreclosures on assets or dispositions of assets required by law, governmental regulation or any order of any court, administrative agency or regulatory body;
 (j)    sales of accounts receivable, or participations or retained interests therein, and related assets in connection with any Receivables Facility, including the AR Facility;
 (k)    the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business (other than exclusive, world-wide licenses that are longer than three years);
 3

 (l)    sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;
 (m)    the lapse or abandonment of intellectual property rights or assets in the ordinary course of business, which in the reasonable good faith determination of the Parent are not material to the conduct of the business of the Parent and its Restricted Subsidiaries, taken as a whole;
 (n)    the granting of Liens not prohibited by this Indenture;
 (o)    an issuance of Equity Interests pursuant to benefit plans, employment agreements, equity plans, stock subscription or shareholder agreements, stock ownership plans and other similar plans, policies, contracts or arrangements established in the ordinary course of business or approved by Parent in good faith;
 (p)    any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims of any kind;
 (q)    dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;
 (r)    any financing transaction (excluding by way of a Sale and Lease-Back Transaction) with respect to property built or acquired by Parent or any of its Restricted Subsidiaries after the Issue Date;
 (s)    dispositions of limited partnership or equivalent Equity Interests of Finance LLC for consideration at the time of any such disposition at least equal to the fair market value (as determined in good faith by the Parent) of the interests disposed of in connection with “UPREIT” or “DownREIT” acquisitions that do not constitute a Change of Control;
 (t)    dispositions of Investments in joint ventures and, to the extent any joint venture constitutes a Restricted Subsidiary, the property of such joint venture, so long as the aggregate fair market value (determined, with respect to each such disposition, as of the time of such disposition and in good faith by the Parent) of all such dispositions does not exceed the greater of (x) $51.5 million and (y) 1.0% of Total Assets;
 (u)    Permitted Asset Swaps;
 (v)    dispositions in the ordinary course of business whereby the Parent or any of its Restricted Subsidiaries purchases, installs and/or maintains assets on behalf of another Person, and transfers such assets to such Person upon installation or at the end of a specified period of time;
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 (w)    dispositions of non-core assets acquired after March 16, 2017 in connection with any acquisition permitted under this Indenture which, within 180 days of the date of such acquisition, are designated in writing to the Trustee as being held for sale and not for the continued operation of the Parent or any of its Restricted Subsidiaries or any of their respective businesses ; provided that no Event of Default has occurred and is continuing on the date of the disposition; and
 (x)    dispositions by a Restricted Subsidiary that in the good faith determination of the Parent are necessary or advisable to effect any Permitted Subordinated Note Financing.
 “ Attributable Debt ” in respect of a Sale and Lease-Back Transaction means, at the time of determination, the present value of the total obligations of the lessee for net rental payments during the remaining term of the lease included in such Sale and Lease-Back Transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.
 “ Bankruptcy Law ” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.
 “ Business Day ” means each day which is not a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York.
 “ Capital Stock ” means:
 (1)    in the case of a corporation, corporate stock;
 (2)    in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
 (3)    in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and
 (4)    any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.
 “ Capitalized Lease Obligation ” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.
 “ Cash Equivalents ” means:
 (1)    United States dollars;
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 (2)    (a) euro, British pounds sterling, or any national currency of any member state of the European Union; or
 (b)    in the case of any Foreign Subsidiary that is a Restricted Subsidiary such local currencies held by them from time to time in the ordinary course of business;
 (3)    securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof, the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;
 (4)    certificates of deposit, time deposits and dollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;
 (5)    repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above;
 (6)    commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof;
 (7)    marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;
 (8)    readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;
 (9)    Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s; and
 (10)    investment funds investing at least 95% of their assets in securities of the types described in clauses (1) through (9) above.
 Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are
 6

 converted into any currency listed in clauses (1) and (2) promptly and in any event within ten (10) Business Days following the receipt of such amounts.
 “ Change of Control ” means the occurrence of any of the following:
 (1)    the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Parent and its Subsidiaries, taken as a whole, to any Person;
 (2)    the Parent becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act or any successor provision), in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase, of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of the Parent (directly or through the acquisition of voting power of Voting Stock of any direct or indirect parent company of the Parent);
 (3)    during any period of two consecutive years, individuals who at the beginning of such period were members of the Board of Directors of the Parent (together with any new members thereof whose election by such Board of Directors or whose nomination for election by holders of Capital Stock of the Parent was approved by a vote of a majority of the members of such Board of Directors then still in office who were either members thereof at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of such board of directors then in office;
 (4)    the approval of any plan or proposal for the winding up or liquidation of the Parent or Finance LLC; or
 (5)    the Parent ceases to (i) at any time that Finance LLC is a limited liability company or partnership, either be the sole general partner or managing member of, or wholly own and control the sole general partner or managing member of, Finance LLC, in each case to the extent applicable or (ii) at any time that Finance LLC is a corporation, beneficially own, directly or indirectly, greater than 50% of the total voting power of the Equity Interests of Finance LLC.
 For purposes of this definition, any direct or indirect holding company of the Parent shall not itself be considered a “ Person ” or “ group ” for purposes of clause (2) above; provided that no “ Person ” or “ group ” beneficially owns, directly or indirectly, 50% or more of the total voting power of the Voting Stock of such holding company.
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 “ Change of Control Repurchase Event ” means the occurrence of both a Change of Control and a Rating Decline.
 “ Clearstream ” means Clearstream Banking, S.A.
 “ Code ” means the Internal Revenue Code of 1986, as amended.
 “ Consolidated Depreciation and Amortization Expense ” means, with respect to any Person, for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.
 “ Consolidated Interest Expense ” means, with respect to any Person for any period, without duplication, the sum of:
 (1)    consolidated interest expense of such Person and its Restricted Subsidiaries for such period to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, (e) imputed interest with respect to Attributable Debt and (f) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (w) additional interest paid in respect of the Notes to the extent that the Issuers are no longer required to pay additional interest in respect thereof, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility); plus
 (2)    consolidated capitalized interest of such Person and such Subsidiaries for such period, whether paid or accrued; plus
 (3)    whether or not treated as interest expense in accordance with GAAP, all cash dividends or other distributions accrued (excluding dividends payable solely in Equity Interests (other than Disqualified Stock) of the Parent) on any series of Disqualified Stock or any series of Preferred Stock during such period.
 For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.
 “ Consolidated Net Income ” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a
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 consolidated basis, and otherwise determined in accordance with GAAP; provided , however , that, without duplication:
 (1)    any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including expenses relating to (a) severance and relocation costs, (b) any rebranding or corporate name change or (c) uninsured storm or other weather-related damage in excess of $5.0 million for any single weather event) shall be excluded,
 (2)    the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,
 (3)    any after-tax effect of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded,
 (4)    any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Parent, shall be excluded,
 (5)    the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Parent shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash or Cash Equivalents) to the Parent or a Restricted Subsidiary in respect of such period,
 (6)    the Net Income for such period of any Restricted Subsidiary that is not a Guarantor shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that Consolidated Net Income of the Parent will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash or Cash Equivalents) to the Parent or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,
 (7)    any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded, and
 (8)    any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Asset Sale,
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 issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded.
 “ Consolidated Net Indebtedness ” means, as of any date of determination, the sum, without duplication, of (1) the total amount of Indebtedness of the Parent and its Restricted Subsidiaries, excluding Indebtedness in respect of letters of credit and bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof), except to the extent of unreimbursed amounts drawn thereunder, and Indebtedness in respect of Hedging Obligations not yet due and owing, plus (2) the greater of the aggregate liquidation value and maximum fixed repurchase price without regard to any change of control or redemption premiums of all Disqualified Stock of the Issuers and the Guarantors and all Preferred Stock of the Restricted Subsidiaries, in each case, determined on a consolidated basis in accordance with GAAP, less (3) cash and Cash Equivalents (which are not Restricted Cash) that would be stated on the balance sheet of the Parent and its Restricted Subsidiaries as of such date of determination (it being agreed that cash or Cash Equivalents (x) placed on deposit with a trustee to discharge or defease Indebtedness or (y) to the extent proceeds of Indebtedness incurred to finance an acquisition and held in escrow pending the consummation of such acquisition to consummate such acquisition or prepay such Indebtedness shall not be considered Restricted Cash), less the aggregate amount of all lease obligations that constitute Capitalized Lease Obligations, but would not have constituted Capitalized Lease Obligations under GAAP on the Issue Date, provided that for the purpose of determining the Consolidated Net Leverage Ratio in connection with Liens securing Pari Passu Indebtedness permitted to be incurred pursuant to Section 4.09 hereof, the cash proceeds of such Pari Passu Indebtedness shall not be deemed to be included on the consolidated balance sheet of the Parent and its Restricted Subsidiaries.
 “ Consolidated Net Leverage Ratio ” means, as of any date of determination, the ratio of:
 (1)    the Consolidated Net Indebtedness of the Parent and its Restricted Subsidiaries on such date, to
 (2)    EBITDA of the Parent and its Restricted Subsidiaries for the most recently ended four full fiscal quarters ending immediately prior to such date for which internal financial statements are available.
 If the Parent or any of its Restricted Subsidiaries (i) incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness or (ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to the period for which the Consolidated Net Leverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Consolidated Net Leverage Ratio is made (the “ Consolidated Net Leverage Ratio Calculation Date ”), then the Consolidated Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred on the last day of the applicable four-quarter period.
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 For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations and consolidations (as determined in accordance with GAAP), in each case with respect to a business (as such term is used in Regulation S-X Rule 11-01), a company, a segment, an operating division or unit or line of business that the Parent or any of its Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Consolidated Net Leverage Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP (except as set forth in the last sentence of the following paragraph) assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations and consolidations had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Parent or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation and consolidation, in each case with respect to a business (as such term is used in Regulation S-X Rule 11-01), a company, a segment, an operating division or unit or line of business that would have required adjustment pursuant to this definition, then the Consolidated Net Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger and consolidation had occurred at the beginning of the applicable four-quarter period.
 For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Parent as set forth in an Officer’s Certificate, to reflect reasonably identifiable and factually supportable operating expense reductions and other operating improvements or synergies reasonably expected to result from any action taken or expected to be taken within 12 months after the date of any acquisition, amalgamation or merger; provided , that no such amounts shall be included pursuant to this paragraph to the extent duplicative of any amounts that are otherwise added back in computing EBITDA with respect to such period.
 “ Consolidated Net Secured Leverage Ratio ”, as of any date of determination, means the ratio of (1) Consolidated Net Indebtedness of the Parent and its Restricted Subsidiaries that is secured by a Lien as of such date, to (2) EBITDA of the Parent and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding such date, in each case with such pro forma adjustments to Consolidated Net Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Consolidated Net Leverage Ratio.
 “ Contingent Obligations ” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“ primary obligations ”) of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent:
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 (1)    to purchase any such primary obligation or any property constituting direct or indirect security therefor,
 (2)    to advance or supply funds:
 (a)    for the purchase or payment of any such primary obligations, or
 (b)    to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or
 (3)    to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.
 The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation, or portion thereof, in respect of which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such Person may be liable, whether singly or jointly, pursuant to the terms of the instrument, agreements or other documents or, if applicable, unwritten agreement, evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.
 “ Corporate Trust Office of the Trustee ” means the designated trust office of the Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the original execution of this Indenture is located at (i) for purposes of surrender, transfer or exchange of any security, Deutsche Bank Trust Company Americas, c/o DB Services Americas, Inc., 5022 Gate Parkway, Suite 200, Jacksonville, FL 32256, ATTN: Transfer Department and (ii) for all other purposes, Deutsche Bank Trust Company Americas, Trust and Securities Services, 1 Columbus Circle, 4th Floor, MS NYC01-0417, New York, New York 10019, USA, Attention: Corporates Team/Outfront Media, Deal ID AA9112 or at any other time at such other address as the Trustee may designate from time to time by notice to the parties hereto or at the designated corporate trust office of any successor Trustee as to which such successor Trustee may notify the parties hereto in writing.
 “ Credit Facilities ” means, with respect to the Parent or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities, receivables financing or indentures) providing for revolving credit loans, term loans, letters of credit, bankers’ acceptances or other Indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof ( provided that such increase in borrowings
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 is permitted under Section 4.09 hereof) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.
 “ Custodian ” means the Trustee when serving as custodian for the Depositary with respect to the Global Notes, or any successor entity thereto.
 “ Default ” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.
 “ Definitive Note ” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c) hereof, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the “ Schedule of Exchanges of Interests in the Global Note ” attached thereto.
 “ Depositary ” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture.
 “ Designated Non-Cash Consideration ” means the fair market value (as determined in good faith by the Parent) of non-cash consideration received by the Parent or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale or conversion of or collection on such Designated Non-Cash Consideration.
 “ Disqualified Stock ” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided , however , that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided , further , however , that if such Capital Stock is issued to any employee or any plan for the benefit of employees of the Parent or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Parent or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of any such employee’s termination, death or disability; provided , further , however , that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock; provided , further , however , that any Capital Stock of such Person issued in connection with customary buy/sell arrangements between joint
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 venture parties or to facilitate the structuring of a “ DownREIT ” acquisition, as set forth in joint venture arrangements and similar binding arrangements, shall not constitute Disqualified Stock.
 “ Domestic Subsidiary ” means any Subsidiary that is organized or existing under the laws of the United States, any state thereof or the District of Columbia.
 “ EBITDA ” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:
 (1)    increased (without duplication) by:
 (a)    provision for taxes based on income or profits or capital gains, including, without limitation, federal, state, non-U.S. franchise, excise, value added and similar taxes and foreign withholding taxes of such Person paid or accrued during such period, including any penalties and interest relating to such taxes or arising from any tax examinations, deducted (and not added back) in computing Consolidated Net Income; plus
 (b)    Consolidated Interest Expense of such Person for such period; plus
 (c)    Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus
 (d)    any fees, expenses or charges related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence or repayment of Indebtedness permitted to be incurred by this Indenture (including a refinancing thereof) (in each case, whether or not consummated), including such fees, expenses or charges related to the offering of the Notes and the Senior Credit Facilities; plus
 (e)    the amount of any restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any restructuring costs incurred in connection with acquisitions, mergers or consolidations after the Issue Date; plus
 (f)    any other non-cash charges or losses, including any write offs or write downs and non-cash compensation expenses recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights, reducing Consolidated Net Income for such period ( provided , that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA in such future period to the extent paid, but excluding from this proviso, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period); plus
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 (g)    the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly-Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus
 (h)    the amount of loss on sale of receivables and related assets to the Receivables Subsidiary in connection with a Receivables Facility; plus
 (i)    any costs or expense incurred by the Parent or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Parent or net cash proceeds of an issuance of Equity Interests of the Parent (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof; plus
 (j)    the amount of cost savings, operating expense reductions, other operating improvements and initiatives and synergies projected by the Parent in good faith to be reasonably anticipated to be realizable within twenty-four (24) months of the date of any Investment, acquisition, disposition, merger, consolidation or other action being given pro forma effect (which will be added to EBITDA as so projected until fully realized and calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and initiatives and synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (x) steps have been taken for realizing such cost savings, (y) such cost savings are reasonably identifiable and factually supportable (in the good faith determination of the Parent) and (z) the aggregate amount of cost savings, operating expense reductions, other operating improvements and initiatives and synergies added back pursuant to this clause (j) in any period of four consecutive fiscal quarters shall not exceed 20% of EBITDA (prior to giving effect to such addbacks); minus
 (2)    (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period; and
 (3)    increased or decreased by (without duplication):
 (a)    any net loss or gain resulting in such period from Hedging Obligations and the application of Financial Accounting Codification No. 815-Derivatives and Hedging; plus or minus, as applicable;
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 (b)    any net loss or gain resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).
 “ EMU ” means economic and monetary union as contemplated in the Treaty on European Union.
 “ Equity Interests ” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.
 “ Equity Offering ” means any public sale of common stock or Preferred Stock of the Parent (excluding Disqualified Stock), other than:
 (1)    public offerings with respect to any of the Parent’s common stock registered on Form S-4 or Form S-8;
 (2)    issuances to any Subsidiary of the Parent; and
 (3)    Refunding Capital Stock.
 “ euro ” means the single currency of participating member states of the EMU.
 “ Euroclear ” means Euroclear S.A./N.V., as operator of the Euroclear system.
 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.
 “ Finance Corp.” has the meaning set forth in the Preamble hereto.
 “ Finance LLC ” has the meaning set forth in the Preamble hereto.
 “ Foreign Subsidiary ” means any Subsidiary that is not a Domestic Subsidiary.
 “ GAAP ” means generally accepted accounting principles in the United States which are in effect on the Issue Date.
 “ Global Note Legend ” means the legend set forth in Section 2.06(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.
 “ Global Notes ” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto, issued in accordance with Section 2.01, 2.06(b) or 2.06(d) hereof.
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 “ Government Securities ” means securities that are:
 (1)    direct obligations of, or obligations guaranteed by, the United States of America for the timely payment of which its full faith and credit is pledged; or
 (2)    obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,
 which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.
 “ guarantee ” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.
 “ Guarantee ” means the guarantee by any Guarantor of the Issuers’ Obligations under the Notes and this Indenture.
 “ Guarantor ” means each Subsidiary Guarantor and the Parent so long as it Guarantees the Notes in accordance with the terms of this Indenture.
 “ Hedging Obligations ” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies.
 “ Holder ” means the Person in whose name a Note is registered on the Registrar’s books.
 “ Indebtedness ” means, with respect to any Person, without duplication:
 (1)    any indebtedness (including principal and premium) of such Person, whether or not contingent:
 (a)    in respect of borrowed money;
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 (b)    evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);
 (c)    representing the balance deferred and unpaid of the purchase price of any property, except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business, (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP, and (iii) liabilities accrued in the ordinary course of business; or
 (d)    representing any Hedging Obligations;
 if and to the extent that any of the foregoing Indebtedness (other than letters of credit, bankers’ acceptances (or reimbursement agreements in respect thereof) and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;
 (2)    all Attributable Debt and all Capitalized Lease Obligations;
 (3)    to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on Indebtedness of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and
 (4)    to the extent not otherwise included, Indebtedness of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person (other than Liens on Equity Interests of Unrestricted Subsidiaries securing Indebtedness of such Unrestricted Subsidiaries), whether or not such Indebtedness is assumed by such first Person; provided , for purposes hereof the amount of such Indebtedness shall be the lesser of the Indebtedness so secured and the fair market value (as determined in good faith by Parent) of the assets of the first person securing such Indebtedness;
 provided, however , that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business, (b) deferred or prepaid revenues, or (c) obligations under or in respect of Receivables Facilities.
 “ Indenture ” means this Indenture, as amended or supplemented from time to time.
 “ Independent Financial Advisor ” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Parent, qualified to perform the task for which it has been engaged.
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 “ Indirect Participant ” means a Person who holds a beneficial interest in a Global Note through a Participant.
 “ Initial Notes ” has the meaning assigned to such term in the recitals hereto.
 “ Initial Purchasers ” means BofA Securities, Inc., Truist Securities, Inc., BNP Paribas Securities Corp., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc., SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, Wells Fargo Securities, LLC, Capital One Securities, Inc., CIBC World Markets Corp. and U.S. Bancorp Investments, Inc.
 “ Interest Payment Date ” means June 15 and December 15 of each year to stated maturity.
 “ Investment Grade Rating ” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency, and in each such case with a “ stable ” or better outlook.
 “ Investment Grade Securities ” means:
 (1)    securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);
 (2)    debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Parent and its Subsidiaries;
 (3)    investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and
 (4)    corresponding instruments in countries other than the United States customarily utilized for high quality investments.
 “ Investments ” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees of loans), advances or capital contributions (excluding Contingent Obligations, accounts receivable, trade credit, deposits, advances to customers and suppliers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “ Unrestricted Subsidiary ” and Section 4.07 hereof:
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 (1)    “ Investments ” shall include the portion (proportionate to the Parent’s direct or indirect equity interest in such Subsidiary) of the fair market value (as determined in good faith by the Parent) of the net assets of a Subsidiary of the Parent at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided , however , that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Parent or applicable Restricted Subsidiary shall be deemed to continue to have a permanent “ Investment ” in an Unrestricted Subsidiary in an amount (if positive) equal to:
 (a)    the Parent’s direct or indirect “ Investment ” in such Subsidiary at the time of such redesignation; less
 (b)    the portion (proportionate to the Parent’s direct or indirect equity interest in such Subsidiary) of the fair market value (as determined in good faith by Parent) of the net assets of such Subsidiary at the time of such redesignation; and
 (2)    any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, as determined in good faith by the Parent.
 The amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by Parent or a Restricted Subsidiary in respect of such Investment.
 “ Issue Date ” means June 12, 2026.
 “ Issuer Order ” means a written request or order signed on behalf of the Issuers by Officers of each of the Issuers, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of each respective Issuer, and delivered to the Trustee.
 “ Issuers ” has the meaning set forth in the Preamble hereto.
 “ Lien ” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or similar agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.
 “ Moody’s ” means Moody’s Investors Service, Inc. and any successor to its rating agency business.
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 “ Net Income ” means, with respect to any Person, the net income (loss) attributable to such Person and its Restricted Subsidiaries, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.
 “ Net Proceeds ” means the aggregate cash proceeds and the fair market value of any Cash Equivalents received by the Parent or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-Cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-Cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Indebtedness (other than Subordinated Indebtedness) required (other than required by clause (1) of Section 4.10(b) hereof) to be paid as a result of such transaction, any costs associated with unwinding any related Hedging Obligations in connection with such transaction and any deduction of appropriate amounts to be provided by the Parent or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Parent or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.
 “ Non-Guarantor Subsidiary ” means any Restricted Subsidiary that is not a Guarantor (other than the Issuers).
 “ Non-U.S. Person ” means a Person who is not a U.S. Person.
 “ Notes ” means any Note authenticated and delivered under this Indenture, including without limitation the Initial Notes. For all purposes of this Indenture, the term “ Notes ” shall also include any Additional Notes that may be issued hereafter.
 “ Notes Obligations ” means Obligations in respect of the Notes, this Indenture and the Guarantees relating to the Notes.
 “ Obligations ” means any principal (including any accretion), interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal (including any accretion), interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.
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 “ Offering Memorandum ” means the offering memorandum of the Issuers, dated June 3, 2026, relating to the sale of the Initial Notes.
 “ Officer ” means the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer, Assistant Treasurer, the Secretary or the Assistant Secretaries of the Parent or an Issuer.
 “ Officer’s Certificate ” means a certificate signed on behalf of the Parent or an Issuer, as the case may be, by an Officer of the Parent or an Issuer, as applicable, that meets the requirements set forth in this Indenture.
 “ Opinion of Counsel ” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Parent, an Issuer or the Trustee.
 “ Parent ” means OUTFRONT Media Inc. and not any of its subsidiaries; provided that when used in the context of determining the fair market value of an asset or liability under this Indenture, “Parent” will mean the Board of Directors of the Parent (or a duly appointed committee thereof) when the fair market value is equal to or in excess of $25.0 million.
 “ Pari Passu Indebtedness ” means indebtedness of an Issuer or a Guarantor that ranks equally in right of payment with the Notes or such Guarantor’s Guarantee, as applicable.
 “ Participant ” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).
 “ Permitted Asset Swap ” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Parent or any of its Restricted Subsidiaries and another Person; provided , that any cash or Cash Equivalents received must be applied in accordance with Section 4.10 hereof.
 “ Permitted Investments ” means:
 (1)    any Investment in the Parent or any of its Restricted Subsidiaries;
 (2)    any Investment in cash, Cash Equivalents or Investment Grade Securities;
 (3)    any Investment by the Parent or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:
 (a)    such Person becomes a Restricted Subsidiary; or
 (b)    such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Parent or a Restricted Subsidiary and, in each case, any Investment held by such Person,
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 provided , that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;
 (4)    any Investment in securities or other assets not constituting cash or Cash Equivalents and received in connection with an Asset Sale made pursuant to the provisions of Section 4.10 hereof or any other disposition of assets not constituting an Asset Sale;
 (5)    any Investment existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date or an Investment consisting of any extension, modification or renewal of any Investment existing on the Issue Date; provided that the amount of any such Investment may only be increased as required by the terms of such Investment as in existence on the Issue Date;
 (6)    any Investment acquired by the Parent or any of its Restricted Subsidiaries:
 (a)    in exchange for any other Investment or accounts receivable held by the Parent or any such Restricted Subsidiary in connection with or as a result of a bankruptcy workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable;
 (b)    as a result of a foreclosure by the Parent or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; or
 (c)    as a result of the settlement, compromise or resolution of litigation, arbitration or other disputes with Persons who are not Affiliates of the Parent;
 (7)    Hedging Obligations permitted under clause (9) of Section 4.09(b) hereof;
 (8)    Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Parent; provided , however , that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of Section 4.07(a) hereof;
 (9)    guarantees of Indebtedness permitted under Section 4.09 hereof;
 (10)    any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of Section 4.11(b) hereof (except transactions described in clauses (2), (6), (8), (9) and (11) of Section 4.11(b) hereof);
 (11)    Investments consisting of or related to (x) purchases and acquisitions of inventory, supplies, material, services or equipment (including, for the avoidance of doubt, purchases and acquisitions of, or investments in, billboards, advertising spaces and/or displays (whether static, digital or experiential), advertising technology platforms, automated and/or data-driven advertising sales platforms, and related licenses, software
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 and/or hardware), other similar assets or assets used in a Similar Business or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business or (y) the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;
 (12)    additional Investments having an aggregate fair market value (as determined in good faith by the Parent), taken together with all other Investments made pursuant to this clause (12) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of (x) $620.0 million and (y) 20.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);
 (13)    Investments in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any Person (including, without limitation, capital contributions of accounts receivable and related assets by a Restricted Subsidiary to a Receivables Subsidiary and Subordinated Indebtedness of a Receivables Subsidiary owed to a Restricted Subsidiary), in each case, that, in the good faith determination of the Parent are necessary or advisable to effect any Receivables Facility or any repurchases and customary indemnities in connection therewith;
 (14)    advances to, or guarantees of Indebtedness of, officers, directors and employees not in excess of $8.25 million outstanding at any one time, in the aggregate;
 (15)    loans and advances to officers, directors and employees for business-related travel expenses, moving expenses, payroll expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Parent;
 (16)    any Investment by the Parent or any of its Restricted Subsidiaries in an Unrestricted Subsidiary or a joint venture engaged in a Similar Business in an aggregate amount, taken together with all other Investments made pursuant to this clause (16) that are at the time outstanding, not to exceed the greater of (x) $620.0 million and (y) 20.0% of Total Assets (with the fair market value of each Investment being measured at the time made without giving effect to subsequent changes in value);
 (17)    any Investment in any Subsidiary or joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business;
 (18)    endorsements for collection or deposit in the ordinary course of business;
 (19)    Investments by a Restricted Subsidiary that in the good faith determination of the Parent are necessary or advisable to effect any Permitted Subordinated Note Financing; and
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 (20)    Investments required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements.
 For the avoidance of doubt, an Investment in the form of an acquisition permitted above may be structured as an “ UPREIT ” or “ DownREIT ” acquisition, in which a Restricted Subsidiary would issue limited partnership interests (or other similar Equity Interests), which may then be subsequently repurchased for either common shares of Parent or cash.
 “ Permitted Liens ” means, with respect to any Person:
 (1)    pledges, deposits or security by such Person under workmen’s compensation laws, unemployment insurance, employers’ health tax, and other social security laws or similar legislation or other insurance related obligations (including, but not limited to, in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto) or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety, stay, customs or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, performance and return of money bonds and other similar obligations (including letters of credit issued in lieu of any such bonds or to support the issuance thereof and including those to secure health, safety and environmental obligations), in each case incurred in the ordinary course of business;
 (2)    Liens imposed by law or regulation, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;
 (3)    Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or which are being contested in good faith by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;
 (4)    Liens in favor of issuers of performance, surety bonds or bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;
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 (5)    survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines, utilities and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness or other covenants, conditions, restrictions and minor defects or irregularities in title (“ Other Encumbrances ”), in each case which Liens and Other Encumbrances do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;
 (6)    Liens securing Indebtedness permitted to be incurred pursuant to clause (4) or (17) of Section 4.09(b) hereof; provided that (x) Liens securing Indebtedness permitted to be incurred pursuant to clause (4) extend only to the assets and/or Capital Stock, the acquisition, lease, construction, repair, replacement or improvement of which is financed thereby and any replacements, additions and accessions thereto and any income or profits thereof, and (y) Liens securing Indebtedness permitted to be incurred pursuant to clause (17) extend only to the assets of Non-Guarantor Subsidiaries;
 (7)    Liens existing on the Issue Date;
 (8)    Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided , however , such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided , further , however , that such Liens may not extend to any other property owned by the Parent or any of its Restricted Subsidiaries;
 (9)    Liens on property at the time the Parent or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Parent or any of its Restricted Subsidiaries; provided , however , that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, merger or consolidation; provided , further , however , that the Liens may not extend to any other property owned by the Parent or any of its Restricted Subsidiaries;
 (10)    Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Parent or any Restricted Subsidiary permitted to be incurred in accordance with Section 4.09 hereof;
 (11)    Liens securing Hedging Obligations so long as, in the case of Hedging Obligations related to interest, the related Indebtedness is, and is permitted to be under this Indenture, secured by a Lien on the same property securing such Hedging Obligations;
 (12)    Liens on items of inventory, supplies, equipment or other goods and/or proceeds of any Person securing such Person’s obligations with respect to the purchase, sale, transfer, shipment, storage, installation or deployment of such inventory, supplies, equipment or other goods;
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 (13)    (a) leases, subleases, licenses or sublicenses (including of real property and intellectual property) granted to others in the ordinary course of business and, (b) with respect to any leasehold interest held by Parent or any of its Subsidiaries, the terms of the leases granting such leasehold interest and the rights of lessors thereunder, in the case of each of (a) and (b) which do not materially interfere with the ordinary conduct of the business of the Parent or any of its Restricted Subsidiaries and do not secure any Indebtedness;
 (14)    Liens arising from Uniform Commercial Code (or equivalent statute) financing statement filings regarding operating leases entered into by the Parent and its Restricted Subsidiaries in the ordinary course of business;
 (15)    Liens in favor of any Issuer or any Guarantor;
 (16)    Liens on equipment of the Parent or any of its Restricted Subsidiaries granted in the ordinary course of business;
 (17)    Liens on accounts receivable, or participations or retained interests therein, and related assets (including the Subordinated Note) incurred in connection with a Receivables Facility and/or a Permitted Subordinated Note Financing, including the AR Facility;
 (18)    Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8), (9) and this clause (18); provided , however , that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8), (9) and this clause (18) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, and accrued and unpaid interest related to such refinancing, refunding, extension, renewal or replacement;
 (19)    deposits made in the ordinary course of business to secure liability to insurance carriers;
 (20)    other Liens securing Obligations which do not exceed the greater of (x) $257.5 million and (y) 5.0% of Total Assets in aggregate principal amount at any one time outstanding;
 (21)    Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under Section 6.01 hereof;
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 (22)    Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
 (23)    Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code or any comparable or successor provision on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking or other financial institutions arising as a matter of law or pursuant to customary depositary terms encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;
 (24)    Liens deemed to exist in connection with Indebtedness under repurchase agreements permitted under Section 4.09 hereof; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;
 (25)    Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;
 (26)    banker’s liens, Liens that are statutory, common law or contractual rights of set-off and other similar Liens, in each case (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness or (ii) relating to pooled deposit or sweep accounts of the Parent or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent or any of its Restricted Subsidiaries in the ordinary course of business;
 (27)    Liens on assets of Non-Guarantor Subsidiaries securing Indebtedness of such Non-Guarantor Subsidiary;
 (28)    Liens on the Equity Interests of Unrestricted Subsidiaries that secure Indebtedness of such Unrestricted Subsidiaries;
 (29)    any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;
 (30)    Liens on property or assets used to defease or to irrevocably satisfy and discharge Indebtedness; provided that such defeasance or satisfaction and discharge is not prohibited by this Indenture;
 (31)    Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods or the installation or deployment of inventory, supplies or equipment in the ordinary course of business;
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 (32)    Liens incurred to secure cash management services or to implement cash pooling arrangements in the ordinary course of business;
 (33)    Liens solely on any cash earnest money deposits made by the Parent or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder; and
 (34)    Liens on assets securing Indebtedness related to letters of credit in an amount not to exceed the greater of (x) $260.0 million and (y) 5.0% of Total Assets.
 For purposes of this definition, the term “ Indebtedness ” shall be deemed to include interest on and the costs in respect of such Indebtedness.
 “ Permitted Subordinated Note Financing ” means (a) the transactions contemplated by that certain Amended and Restated Master Framework Agreement, dated July 19, 2019, among MUFG Bank, Ltd, Outfront Media LLC, Outfront Media Outernet Inc., as sellers and the other entities party thereto, as amended, supplemented or otherwise modified from time to time, pursuant to which MUFG Bank, Ltd enters into certain sale and repurchase agreements with respect to the Subordinated Notes or (b) any other transaction or series of transactions that may be entered into by one or more of the Restricted Subsidiaries and a Subordinated Note Financier pursuant to which such Restricted Subsidiary or Restricted Subsidiaries may (i) sell, transfer, assign or convey one or more Subordinated Notes to such Subordinated Note Financier and agree to repurchase the applicable Subordinated Notes and/or (ii) grant a security interest in the applicable Subordinated Notes to such Subordinated Note Financier.
 “ Person ” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.
 “ Preferred Stock ” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.
 “ Private Placement Legend ” means the legend set forth in Section 2.06(g)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.
 “ QIB ” means a “ qualified institutional buyer ” as defined in Rule 144A.
 “ Rating Agencies ” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Parent which shall be substituted for Moody’s or S&P or both, as the case may be.
 “ Rating Category ” means (a) with respect to S&P, any of the following categories: BB, B, CCC, CC, C and D (or equivalent successor categories); (b) with respect to Moody’s, any of the following categories: Ba, B, Caa, Ca, C and D (or equivalent successor categories); and (c)
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 the equivalent of any such category of S&P or Moody’s used by another Rating Agency selected by the Issuers. In determining whether the rating of the Notes has decreased by one or more gradations, gradations within Rating Categories ((i) + and – for S&P; (ii) 1, 2 and 3 for Moody’s; and (iii) the equivalent gradations for another Rating Agency selected by the Issuers) shall be taken into account (e.g., with respect to S&P, a decline in a rating from BB+ to BB, or from BB- to B+, will constitute a decrease of one gradation).
 “ Rating Date ” means the date which is 90 days prior to the earlier of (a) a Change of Control or (b) public notice of the occurrence of a Change of Control or of the intention by the Issuers to effect a Change of Control.
 “ Rating Decline ” with respect to the Notes shall be deemed to occur if, within 90 days after public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by either of the Rating Agencies with respect to a Rating Category), the rating of the Notes by each Rating Agency shall be decreased by one or more gradations to or within a Rating Category (including gradations within Rating Categories as well as between Rating Categories) as compared to the rating of the Notes on the Rating Date.
 “ Receivables Facility ” means the AR Facility and any of one or more receivables financing facilities, as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Parent or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Parent or any of its Restricted Subsidiaries sells (including in the form of a capital contribution) its accounts receivable, or participations or retained interests therein, to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to one or more Persons that are not a Restricted Subsidiary or grants a security interest in its accounts receivable to secure loans to the Receivables Subsidiary from such Person or Persons.
 “ Receivables Fees ” means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.
 “ Receivables Subsidiary ” means any Subsidiary formed for the purpose of, and that solely engages only in, one or more Receivables Facilities and other activities reasonably related thereto.
 “ Record Date ” for the interest payable on any applicable Interest Payment Date means June 1 or December 1 (whether or not a Business Day) next preceding such Interest Payment Date.
 “ Regulation S ” means Regulation S promulgated under the Securities Act.
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 “ Regulation S Global Note ” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.
 “ Regulation S Permanent Global Note ” means a permanent Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.
 “ Regulation S Temporary Global Note ” means a temporary Global Note in the form of Exhibit A hereto bearing the Global Note Legend, the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903.
 “ Regulation S Temporary Global Note Legend ” means the legend set forth in Section 2.06(g)(iii) hereof.
 “ REIT ” means a “real estate investment trust” within the meaning of Sections 856 through 860 of the Code.
 “ Related Business Assets ” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business (including, for the avoidance of doubt and without limitation, billboards, advertising spaces and/or displays (whether static, digital or experiential), advertising technology platforms, automated and/or data-driven advertising sales platforms, and related licenses, software and/or hardware); provided that any assets received by the Parent or a Restricted Subsidiary in exchange for assets transferred by the Parent or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.
 “ Responsible Officer ” when used with respect to the Trustee, means any officer of the Trustee with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.
 “ Restricted Cash ” means cash and Cash Equivalents held by Restricted Subsidiaries that is contractually restricted from being distributed to the Parent, except for such restrictions that are contained in agreements governing Indebtedness permitted under this Indenture and that is secured by such cash or Cash Equivalents.
 “ Restricted Definitive Note ” means a Definitive Note bearing the Private Placement Legend.
 “ Restricted Global Note ” means a Global Note bearing the Private Placement Legend.
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 “ Restricted Investment ” means an Investment other than a Permitted Investment.
 “ Restricted Period ” means the 40-day distribution compliance period as defined in Regulation S.
 “ Restricted Subsidiary ” means, at any time, each direct and indirect Subsidiary of the Parent (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided , however , that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “ Restricted Subsidiary.” For the avoidance of doubt, each of the Issuers shall constitute a Restricted Subsidiary under this Indenture, and neither Issuer may be designated as an Unrestricted Subsidiary.
 “ Rule 144 ” means Rule 144 promulgated under the Securities Act.
 “ Rule 144A ” means Rule 144A promulgated under the Securities Act.
 “ Rule 903 ” means Rule 903 promulgated under the Securities Act.
 “ Rule 904 ” means Rule 904 promulgated under the Securities Act.
 “ S&P ” means S&P Global Inc., and any successor to its rating agency business.
 “ Sale and Lease-Back Transaction ” means any arrangement providing for the leasing by Parent or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred for value by such Person to a third Person in contemplation of such leasing, other than any arrangement in the ordinary course of business whereby Parent or any of its Restricted Subsidiaries purchases, installs and/or maintains assets on behalf of another Person and transfers such assets to such Person upon installation or at the end of a specified period of time.
 “ SEC ” means the U.S. Securities and Exchange Commission.
 “ Secured Indebtedness ” means any Indebtedness of the Parent or any of its Restricted Subsidiaries secured by a Lien. For the avoidance of doubt, Attributable Debt will be considered to be secured by the asset that is the subject of the Sale and Lease-Back Transaction.
 “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.
 “ Senior Credit Facilities ” means the credit facility under the credit agreement, dated as of September 24, 2025, by and among the Issuers, the Guarantors, the lenders party thereto in their capacities as lenders thereunder and Wells Fargo Bank, National Association, as administrative agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or
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 commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof ( provided that such increase in borrowings is permitted under Section 4.09 hereof).
 “ Significant Subsidiary ” means any Restricted Subsidiary that would be a “ significant subsidiary ” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.
 “ Similar Business ” means any business conducted or proposed to be conducted by the Parent and its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.
 “ Subordinated Indebtedness ” means:
 (1)    any Indebtedness of an Issuer which is by its terms subordinated in right of payment to the Notes, and
 (2)    any Indebtedness of a Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity.
 “ Subordinated Note ” means (i) the Non-Negotiable Subordinated Note, dated July 19, 2019, by Outfront Media Receivables TRS, LLC in favor of Outfront Media Outernet Inc., as amended, supplemented or otherwise modified from time to time, (ii) the Non-Negotiable Subordinated Note, dated September 6, 2018, by Outfront Media Receivables LLC in favor of Outfront Media LLC, as amended, supplemented or otherwise modified from time to time and (iii) any other subordinated promissory note made by a Receivables Subsidiary to one or more of Parent, the Issuers, or the Guarantors for purchase price payments for receivables and related assets owing by such Receivables Subsidiary to such Restricted Subsidiary or Restricted Subsidiaries under a Receivables Facility.
 “ Subordinated Note Financier ” means MUFG Bank, Ltd or any other Person that is a party to any Subordinated Note Financing Document as a buyer and/or pledgee of a Subordinated Note.
 “ Subordinated Note Financing Document ” means each purchase agreement, sale agreement, credit agreement, loan agreement, repurchase agreement, security agreement and/or other financing agreement entered into from time to time between a Subordinated Note Financier and the applicable Restricted Subsidiary in connection with a Permitted Subordinated Note Financing.
 “ Subsidiary ” means, with respect to any Person:
 (1)    any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees
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 thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and
 (2)    any partnership, joint venture, limited liability company or similar entity of which
 (x)    more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and
 (y)    such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.
 “ Subsidiary Guarantor ” means each Restricted Subsidiary that Guarantees the Notes in accordance with the terms of this Indenture.
 “ Total Assets ” means total assets of the Parent and its Restricted Subsidiaries on a consolidated basis, shown on the most recent balance sheet of the Parent and its Restricted Subsidiaries as may be expressly stated without giving effect to any amortization of the amount of intangible assets since the Issue Date, with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “ Consolidated Net Leverage Ratio. ”
 “ Treasury Rate ” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the redemption date (or, if such statistical release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to June 15, 2029; provided , however , that if the period from the redemption date to June 15, 2029 is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used.
 “ Trust Indenture Act ” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).
 “ Trustee ” means Deutsche Bank Trust Company Americas, as trustee, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.
 “ Unrestricted Definitive Note ” means one or more Definitive Notes that do not bear, and are not required to bear, the Private Placement Legend.
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 “ Unrestricted Global Note ” means a permanent Global Note, substantially in the form of Exhibit A attached hereto that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing Notes that do not bear the Private Placement Legend.
 “ Unrestricted Subsidiary ” means:
 (1)    any Subsidiary of the Parent which at the time of determination is an Unrestricted Subsidiary (as designated by the Parent, as provided below); and
 (2)    any Subsidiary of an Unrestricted Subsidiary.
 The Parent may designate any Subsidiary of the Parent (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding each Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Parent or any Subsidiary of the Parent (other than solely any Subsidiary of the Subsidiary to be so designated); provided that:
 (1)    such designation complies with Section 4.07 hereof; and
 (2)    each of:
 (a)    the Subsidiary to be so designated; and
 (b)    its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Parent or any Restricted Subsidiary except for Liens described in clause (28) of the definition of “ Permitted Liens ”.
 The Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Event of Default shall have occurred and be continuing and either:
 (1)    the Parent could incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Net Leverage Ratio test described in Section 4.09(a) hereof; or
 (2)    the Consolidated Net Leverage Ratio for the Parent and its Restricted Subsidiaries would be less than or equal to such ratio immediately prior to such designation, in each case on a pro forma basis taking into account such designation.
 Any such designation by the Parent shall be notified by the Parent to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Parent or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.
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 “ U.S. Person ” means a U.S. person as defined in Rule 902(k) under the Securities Act.
 “ Voting Stock ” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors or other governing body of such Person.
 “ Weighted Average Life to Maturity ” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:
 (1)    the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or scheduled redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by
 (2)    the sum of all such payments.
 “ Wholly-Owned Subsidiary ” of any Person means a Subsidiary of such Person, 100% of the outstanding voting and economic Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.
 Section 1.02     Other Definitions .

 Term Defined in Section
 “Acceptable Commitment” 4.10
 “Agent Member” 2.13
 “Affiliate Transaction” 4.11
 “Asset Sale Offer” 4.10
 “Authentication Order” 2.02
 “Change of Control Offer” 4.14
 “Change of Control Payment” 4.14
 “Change of Control Payment Date” 4.14
 “Covenant Defeasance” 8.03
 “Covenant Suspension Event” 4.16
 “DTC” 2.03

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 “Event of Default” 6.01
 “Excess Proceeds” 4.10
 “incur”, “incurrence” 4.09
 “Legal Defeasance” 8.02
 “Note Register” 2.03
 “Offer Amount” 3.09
 “Offer Period” 3.09
 “Paying Agent” 2.03
 “Purchase Date” 3.09
 “Refinancing Indebtedness” 4.09
 “Refunding Capital Stock” 4.07
 “Registrar” 2.03
 “Restricted Payments” 4.07
 “Reversion Date” 4.16
 “Successor” 5.01
 “Successor Company” 5.01
 “Successor Person” 5.01
 “Suspended Covenant” 4.16
 “Suspension Period” 4.16
 “Tax Group” 4.07
 “Treasury Capital Stock” 4.07

 Section 1.03     Rules of Construction .
 Unless the context otherwise requires:
 (a)    a term has the meaning assigned to it;
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 (b)    an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;
 (c)    “ or ” is not exclusive;
 (d)    words in the singular include the plural, and in the plural include the singular;
 (e)    references to “ shall ” and “ will ” are intended to have the same meaning;
 (f)    provisions apply to successive events and transactions;
 (g)    references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;
 (h)    unless the context otherwise requires, any reference to an “ Article ,” “ Section ” or “ clause ” refers to an Article, Section or clause, as the case may be, of this Indenture;
 (i)    the words “ herein ,” “ hereof ” and “ hereunder ” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision; and
 (j)    unless otherwise specifically indicated, the term “ consolidated ” with respect to any Person refers to such Person consolidated with the Parent and its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.
 Section 1.04     Acts of Holders .
 (a)    Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuers. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Issuers, if made in the manner provided in this Section 1.04.
 (b)    The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual
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 such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.
 (c)    The ownership of the Notes shall be proved by the Note Register.
 (d)    Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuers in reliance thereon, whether or not notation of such action is made upon such Note.
 (e)    The Issuers may set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders.
 (f)    Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
 (g)    Without limiting the generality of the foregoing, a Holder, including DTC, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and DTC may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices.
 (h)    The Issuers may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date.
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 ARTICLE II
THE NOTES
 Section 2.01     Form and Dating; Terms .
 (a)     General . The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of the Trustee’s authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.
 (b)     Global Notes . Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee as Custodian, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.
 (c)     Temporary Global Notes . Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Custodian, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. Upon the expiry of the Restricted Period, beneficial interests in each Regulation S Temporary Global Note shall be exchanged for beneficial interests in a Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of a Regulation S Permanent Global Note, the Trustee shall cancel the corresponding Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Temporary Global Note and a Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.
 (d)     Terms . The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.
 The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuers, the Guarantors and the Trustee, by their
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 execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.
 The Notes shall be subject to repurchase by the Issuers pursuant to an Asset Sale Offer as provided in Section 4.10 hereof or a Change of Control Offer as provided in Section 4.14. The Notes shall not be redeemable, other than as provided in Article III.
 Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuers without notice to or consent of the Holders and shall be consolidated with and form a single class with the other Notes (including any Initial Notes or other Additional Notes) and shall have the same terms as to status, redemption or otherwise as such Notes; provided that the Issuers’ ability to issue Additional Notes shall be subject to the Issuers’ compliance with Section 4.09 hereof. Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture.
 (e)     Euroclear and Clearstream Procedures Applicable . The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream.
 Section 2.02     Execution and Authentication .
 At least one Officer of each Issuer shall execute the Notes by manual or electronic signature.
 If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.
 A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual or electronic signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.
 On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “ Authentication Order ”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder.
 The Trustee may appoint an authenticating agent acceptable to…