Exhibit 4.19


 


RCS CAPITAL CORPORATION


 


Issuer


 


AND


 


[       ]


 


Trustee


 


INDENTURE


 


Dated as of [  ], [       ]


 


Subordinated Debt Securities


 




    	 



    	 



    

 


CROSS-REFERENCE TABLE (1)


 


	Section of Trust Indenture Act of 1939, as

    Amended	 	Indenture
		 	 
	310(a)	 	7.10
	310(b)	 	7.09; 7.11
	310(c)	 	Inapplicable
	311(a)	 	7.14(a)
	311(b)	 	7.14(b)
	311(c)	 	Inapplicable
	312(a)	 	5.02(a)
	312(b)	 	5.02(c)
	312(c)	 	5.02(c)
	313(a)	 	5.04(a)
	313(b)	 	5.04(b)
	313(c)	 	5.04(a); 5.04(b)
	313(d)	 	5.04(c)
	314(a)	 	5.03; 4.06
	314(b)	 	Inapplicable
	314(c)	 	13.07
	314(d)	 	Inapplicable
	314(e)	 	13.07
	314(f)	 	Inapplicable
	315(a)	 	7.01(a); 7.03
	315(b)	 	7.02
	315(c)	 	7.01
	315(d)	 	7.01(b); 7.01(c)
	315(e)	 	6.07; 7.07
	316(a)	 	6.06 8.04
	316(b)	 	6.04
	316(c)	 	8.01
	317(a)	 	6.02
	317(b)	 	4.03
	318(a)	 	13.08


 





		(1)	This Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on the interpretation of
any of its terms or provisions.








 




    	 



    	 



    

 


TABLE OF CONTENTS(2)


 


	ARTICLE I	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	 	 	 
	Section 1.01	Definitions of Terms.	1
	Section 1.02	Rules of Construction.	6
	Section 1.03	Form of Documents Delivered to Trustee	6
	 	 	 
	ARTICLE II	ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES	7
	 	 	 
	Section 2.01	Designation and Terms of Securities.	7
	Section 2.02	Form of Securities and Trustee’s Certificate.	9
	Section 2.03	Denominations:  Provisions for Payment.	10
	Section 2.04	Execution and Authentication.	11
	Section 2.05	Registration of Transfer and Exchange.	12
	Section 2.06	Temporary Securities.	13
	Section 2.07	Mutilated, Destroyed, Lost or Stolen Securities.	13
	Section 2.08	Cancellation.	14
	Section 2.09	Benefits of Indenture.	14
	Section 2.10	Authenticating Agent.	14
	Section 2.11	Global Securities.	15
	 	 	 
	ARTICLE III	REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS	16
	 	 	 
	Section 3.01	Redemption.	16
	Section 3.02	Notice of Redemption.	16
	Section 3.03	Payment Upon Redemption.	17
	Section 3.04	Sinking Fund.	18
	Section 3.05	Satisfaction of Sinking Fund Payments with Securities.	18
	Section 3.06	Redemption of Securities for Sinking Fund.	19
	 	 	 
	ARTICLE IV	COVENANTS	19
	 	 	 
	Section 4.01	Payment of Principal, Premium and Interest.	19
	Section 4.02	Maintenance of Office or Agency.	19
	Section 4.03	Paying Agents.	20
	Section 4.04	Appointment to Fill Vacancy in Office of Trustee.	21
	Section 4.05	Compliance with Consolidation Provisions.	21
	Section 4.06	Statement by Officers as to Default.	21
	 	 	 
	ARTICLE V	SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE	21
	 	 	 
	Section 5.01	Company to Furnish Trustee Names and Addresses of Securityholders.	21


 




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	Section 5.02	Preservation Of Information; Communications With Securityholders.	22
	Section 5.03	Reports by the Company.	22
	Section 5.04	Reports by the Trustee.	22
	 	 	 
	ARTICLE VI	REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT	23
	 	 	 
	Section 6.01	Events of Default.	23
	Section 6.02	Collection of Indebtedness and Suits for Enforcement by Trustee.	25
	Section 6.03	Application of Moneys Collected.	26
	Section 6.04	Limitation on Suits.	27
	Section 6.05	Rights and Remedies Cumulative; Delay or Omission Not Waiver.	28
	Section 6.06	Control by Securityholders.	28
	Section 6.07	Undertaking to Pay Costs.	29
	 	 	 
	ARTICLE VII	CONCERNING THE TRUSTEE	29
	 	 	 
	Section 7.01	Certain Duties and Responsibilities of Trustee.	29
	Section 7.02	Notice of Defaults.	30
	Section 7.03	Certain Rights of Trustee.	30
	Section 7.04	Trustee Not Responsible for Recitals or Issuance or Securities.	31
	Section 7.05	May Hold Securities.	32
	Section 7.06	Moneys Held in Trust.	32
	Section 7.07	Compensation and Reimbursement.	32
	Section 7.08	Reliance on Officers’ Certificate.	33
	Section 7.09	Disqualification; Conflicting Interests.	33
	Section 7.10	Corporate Trustee Required; Eligibility.	33
	Section 7.11	Resignation and Removal; Appointment of Successor.	34
	Section 7.12	Acceptance of Appointment By Successor.	35
	Section 7.13	Merger, Conversion, Consolidation or Succession to Business.	36
	Section 7.14	Preferential Collection of Claims Against the Company.	37
	 	 	 
	ARTICLE VIII	CONCERNING THE SECURITYHOLDERS	37
	 	 	 
	Section 8.01	Evidence of Action by Securityholders.	37
	Section 8.02	Proof of Execution by Securityholders.	37
	Section 8.03	Who May be Deemed Owners.	38
	Section 8.04	Certain Securities Owned by Company Disregarded.	38
	Section 8.05	Actions Binding on Future Securityholders.	38
	 	 	 
	ARTICLE IX	SUPPLEMENTAL INDENTURES	39
	 	 	 
	Section 9.01	Supplemental Indentures Without the Consent of Securityholders.	39
	Section 9.02	Supplemental Indentures With Consent of Securityholders.	40
	Section 9.03	Effect of Supplemental Indentures.	41
	Section 9.04	Securities Affected by Supplemental Indentures.	41
	Section 9.05	Execution of Supplemental Indentures.	42


 




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	ARTICLE X	SUCCESSOR ENTITY	42
	 	 	 
	Section 10.01	Company May Consolidate, Etc.	42
	Section 10.02	Successor Entity Substituted.	43
	Section 10.03	Evidence of Consolidation, Etc. to Trustee.	43
	 	 	 
	ARTICLE XI	SATISFACTION AND DISCHARGE; DEFEASANCE	43
	 	 	 
	Section 11.01	Satisfaction and Discharge.	43
	Section 11.02	Defeasance.	44
	Section 11.03	Deposited Moneys to be Held in Trust.	46
	Section 11.04	Payment of Moneys Held by Paying Agents.	46
	Section 11.05	Repayment to Company.	46
	Section 11.06	Reinstatement.	46
	 	 	 
	ARTICLE XII	IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	47
	 	 	 
	Section 12.01	No Recourse.	47
	 	 	 
	ARTICLE XIII	MISCELLANEOUS PROVISIONS	47
	 	 	 
	Section 13.01	Effect on Successors and Assigns.	47
	Section 13.02	Actions by Successor.	47
	Section 13.03	Surrender of Company Powers.	48
	Section 13.04	Notices.	48
	Section 13.05	Governing Law.	48
	Section 13.06	Treatment of Securities as Debt.	48
	Section 13.07	Compliance Certificates and Opinions.	48
	Section 13.08	Payments on Business Days.	49
	Section 13.09	Conflict with Trust Indenture Act.	49
	Section 13.10	Counterparts.	49
	Section 13.11	Separability.	49
	 	 	 
	ARTICLE XIV	SUBORDINATION OF SECURITIES	50
	 	 	 
	Section 14.01	Securities Subordinate to Senior Indebtedness.	50
	Section 14.02	Trustee and Holders May Rely on Certificate of Liquidating Agent; Trustee May Require Further Evidence as to Ownership of Senior Indebtedness.	52
	Section 14.03	Payment Permitted if No Default.	52
	Section 14.04	Trustee Not Charged with Knowledge of Prohibition.	53
	Section 14.05	Trustee to Effectuate Subordination.	53
	Section 14.06	Rights of Trustee as Holder of Senior Indebtedness.	53
	Section 14.07	Provisions Applicable to Paying Agents.	54


 


	 	(2)	This
Table of Contents does not constitute part of the Indenture and shall not have any bearing on the interpretation of any of its
terms or provisions.






 




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INDENTURE, dated as of [  ], [             ],
between RCS Capital Corporation, a Delaware corporation (the “Company”), and [       ],
as trustee (the “Trustee”):


 


WHEREAS, for its lawful corporate purposes,
the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of unsecured subordinated
debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued
from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated
by the certificate of the Trustee;


 


WHEREAS, to provide the terms and conditions
upon which the Securities are to be authenticated, issued and delivered, the Company has duly authorized the execution of this
Indenture; and


 


WHEREAS, all things necessary to make this
Indenture a valid agreement of the Company, in accordance with its terms, have been done.


 


NOW, THEREFORE, in consideration of the
premises and the purchase of the Securities by the holders thereof, it is mutually covenanted and agreed as follows for the equal
and ratable benefit of the holders of Securities or of series thereof.


 


ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 1.01         Definitions
of Terms.


 


The terms defined in this Section (except
as in this Indenture otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture
and of any indenture supplemental hereto shall have the respective meanings specified in this Section and shall include the plural
as well as the singular. All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939, as amended,
or that are by reference in said Trust Indenture Act defined in the Securities Act of 1933, as amended (except as herein otherwise
expressly provided or unless the context otherwise requires), shall have the meanings assigned to such terms in said Trust Indenture
Act and in said Securities Act as in force at the date of the execution of this instrument.


 


“Authenticating Agent” means
an authenticating agent with respect to all or any of the series of Securities appointed with respect to all or any series of the
Securities by the Trustee pursuant to Section 2.10.


 


“Bankruptcy Law” means
Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


 


“Board of Directors”
means the Board of Directors of the Company or any duly authorized committee of such Board.


 


“Board Resolution” means
a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such certification, delivered to the Trustee.


 




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“Business Day” means,
with respect to any series of Securities, any day other than a day on which Federal or State banking institutions in the Borough
of Manhattan, The City of New York, are authorized or obligated by law, executive order or regulation to close.


 


“Certificate” means a
certificate signed by the principal executive officer, the principal financial officer or the principal accounting officer of the
Company. The Certificate need not comply with the provisions of Section 13.07.


 


“Commission” means the
United States Securities and Exchange Commission.


 


“Company” means RCS Capital
Corporation, a corporation duly organized and existing under the laws of the State of Delaware, and, subject to the provisions
of Article X, shall also include its successors and assigns.


 


“Corporate Trust Office”
means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office
at the dated hereof is located at One Federal Street, 10th Floor, Boston, Massachusetts 02110, Attention: Corporate Trust Services,
Ref: RCS Capital Corporation, or such other address as the Trustee may designate from time to time by notice to the Holders and
the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee
may designate from time to time by notice to the Holders and the Company).


 


“Covenant Defeasance”
has the meaning given in Section 11.02.


 


“Custodian” means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


“Default” means any event,
act or condition that with notice or lapse of time, or both, would constitute an Event of Default.


 


“Defaulted Interest”
has the meaning given in Section 2.03.


 


“Depositary” means, with
respect to Securities of any series, for which the Company shall determine that such Securities will be issued as a Global Security,
The Depository Trust Company, New York, New York, another clearing agency, or any successor registered as a clearing agency under
the Exchange Act of 1934, or other applicable statute or regulation, which, in each case, shall be designated by the Company pursuant
to either Section 2.01 or 2.11.


 


“Event of Default” means,
with respect to Securities of a particular series any event specified in Section 6.01, continued for the period of time, if any,
therein designated.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.


 


“Global Security” means,
with respect to any series of Securities, a Security executed by the Company and delivered by the Trustee to the Depositary or
pursuant to the Depositary’s instruction, all in accordance with the Indenture, which shall be registered in the name of
the Depositary or its nominee.


 




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“Governmental Obligations”
means securities that are (i) direct obligations (other than obligations subject to variation in principal repayment) of the United
States of America for the payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised
by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States of America that, in either case, are not callable or redeemable prior
to maturity at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such Governmental Obligation or a specific
payment of principal of or interest on any such Governmental Obligation held by such custodian for the account of the holder of
such depositary receipt; provided, however, that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect
of the Governmental Obligation or the specific payment of principal of or interest on the Governmental Obligation evidenced by
such depositary receipt.


 


“Herein”, “hereof”
and “hereunder”, and other words of similar import, refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.


 


“Indenture” means this
instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into in accordance with the terms hereof, including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental
indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established
as contemplated by Section 2.01.


 


“Interest Payment Date”,
when used with respect to any installment of interest on a Security of a particular series, means the date specified in such Security
or in a Board Resolution or in an indenture supplemental hereto with respect to such series as the fixed date on which an installment
of interest with respect to Securities of that series is due and payable.


 


“Legal Defeasance” has
the meaning given in Section 11.02.


 


“Officers’ Certificate”
means a certificate signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Controller
or an Assistant Controller or the Secretary or an Assistant Secretary of the Company that is delivered to the Trustee in accordance
with the terms hereof. Each such certificate shall include the statements provided for in Section 13.07, if and to the extent
required by the provisions thereof.


 


“Opinion of Counsel”
means an opinion in writing of legal counsel, who may be an employee of or counsel for the Company that is delivered to the Trustee
in accordance with the terms hereof. Each such opinion shall include the statements provided for in Section 13.07, if and to the
extent required by the provisions thereof.


 




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“Original Issue Discount Security”
means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the maturity thereof pursuant to Section 6.01.


 


“Outstanding”, when used
with reference to Securities of any series, means, subject to the provisions of Section 8.04, as of any particular time, all Securities
of that series theretofore authenticated and delivered by the Trustee under this Indenture, except (a) Securities theretofore canceled
by the Trustee or any paying agent, or delivered to the Trustee or any paying agent for cancellation or that have previously been
canceled; (b) Securities or portions thereof for the payment or redemption of which moneys or Governmental Obligations in the necessary
amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Company) or shall have been
irrevocably set aside and segregated in trust by the Company (if the Company shall act as its own paying agent); provided, however,
that if such Securities or portions of such Securities are to be redeemed prior to the maturity thereof, notice of such redemption
shall have been given as in Article III or provision satisfactory to the Trustee shall have been made for giving such notice; and
(c) Securities in lieu of or in substitution for which other Securities shall have been authenticated and delivered pursuant to
the terms of Section 2.07; provided, however, that in determining whether the holders of the requisite principal amount
of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver
or other action hereunder as of any date, the principal amount of an Original Issue Discount Security which shall be deemed to
be Outstanding shall be the amount of the principal thereof which would be due and payable as of such date upon acceleration of
the maturity thereof to such date pursuant to Section 6.01.


 


“Person” means any individual,
corporation, limited liability company, partnership, joint-venture, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.


 


“Predecessor Security”
of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 2.07 in lieu
of a lost, destroyed or stolen Security shall be deemed to evidence the same debt as the lost, destroyed or stolen Security.


 


“Responsible Officer”
when used with respect to the Trustee means the Chairman of the Board of Directors, the President, any Vice President, the Secretary,
the Treasurer, any trust officer, any corporate trust officer or any other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom
any corporate trust matter is referred because of his or her knowledge of and familiarity with the particular subject.


 


“Securities” means the
debt Securities authenticated and delivered under this Indenture.


 


“Securityholder”, “holder
of Securities”, “registered holder”, or other similar term, means the Person or Persons in
whose name or names a particular Security shall be registered on the books of the Company kept for that purpose in accordance with
the terms of this Indenture.


 




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“Security Register” has
the meaning given in Section 2.05.


 


“Security Registrar”
has the meaning given in Section 2.05.


 


“Senior Indebtedness” means
the principal of (and premium, if any) and interest (including any interest accruing subsequent to the filing of a petition of
bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim
under applicable law) on any indebtedness for money borrowed of the Company, incurred or assumed, unless, in the case of any particular
indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that
such indebtedness shall not be senior in right of payment to the Securities. Notwithstanding the foregoing, “ Senior Indebtedness
“ shall not include (i) any indebtedness of the Company to a Subsidiary of the Company or any Affiliate of the Company or
any of such Affiliate’s Subsidiaries, (ii) indebtedness to, or guaranteed on behalf of, any shareholder, director, officer
or employee of the Company or any Subsidiary of the Company (including, without limitation, amounts owed for compensation), (iii)
indebtedness to trade creditors and other amounts incurred in connection with obtaining goods, materials or services, (iv) any
liability for federal, state, local or other taxes owed or owing by the Company, (v) that portion of any indebtedness incurred
in violation of an incurrrence test applicable to a series of the Securities, (vi) that portion of any indebtedness which, when
incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to the
Company.


 


“Subsidiary” means, with
respect to any Person, (i) any corporation at least a majority of whose outstanding Voting Stock shall at the time be owned, directly
or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, (ii)
any general partnership, limited liability company, joint venture or similar entity, at least a majority of whose outstanding partnership
or similar interests shall at the time be owned by such Person, or by one or more of its Subsidiaries, or by such Person and one
or more of its Subsidiaries and (iii) any limited partnership of which such Person or any of its Subsidiaries is a general partner.


 


“Trustee” means [       ],
and, subject to the provisions of Article VII, shall also include its successors and assigns, and, if at any time there is more
than one Person acting in such capacity hereunder, “Trustee” shall mean each such Person. The term “Trustee”
as used with respect to a particular series of the Securities shall mean the trustee with respect to that series.


 


“Trust Indenture Act”
means the Trust Indenture Act of 1939, as amended, subject to the provisions of Sections 9.01, 9.02, and 10.01, as in effect at
the date of execution of this instrument.


 


“Voting Stock”, as applied
to stock of any Person, means shares, interests, participations or other equivalents in the equity interest (however designated)
in such Person having ordinary voting power for the election of a majority of the directors (or the equivalent) of such Person,
other than shares, interests, participations or other equivalents having such power only by reason of the occurrence of a contingency.


 




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Section 1.02        Rules
of Construction.


 


For all purposes of this Indenture, except
as otherwise expressly provided or unless the context otherwise requires:


 


(1)          the
terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;


 


(2)          all
other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;


 


(3)          all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting
principles in the United States of America, and, except as otherwise herein expressly provided, the term “generally accepted
accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles
as are generally accepted in the United States of America at the date of such computation;


 


(4)          the
words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture
as a whole and not to any particular Article, Section or other subdivision;


 


(5)          the
word “or” is always used inclusively (for example, the phrase “A or B” means “A or B or both”,
not “either A or B but not both”);


 


(6)          the
masculine gender includes the feminine and the neuter; and


 


(7)          references
to agreements and other instruments include subsequent amendments and supplements thereto.


 


Section 1.03       Form
of Documents Delivered to Trustee


 


In any case where several matters are required
to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such
Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and
any such Person may certify or give an opinion as to such matters in one or several documents.


 


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


 




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Where any Person is required to make, give
or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture
or any Security, they may, but need not, be consolidated and form one instrument.


 


ARTICLE II

ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES


 


Section 2.01         Designation
and Terms of Securities.


 


The aggregate principal amount of Securities
that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series up
to the aggregate principal amount of Securities of that series from time to time authorized by or pursuant to a Board Resolution
or pursuant to one or more indentures supplemental hereto. Prior to the initial issuance of Securities of any series, there shall
be established in or pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or established in one or
more indentures supplemental hereto:


 


(1)          the
title of the Security of the series (which shall distinguish the Securities of the series from all other Securities);


 


(2)          any
limit upon the aggregate principal amount of the Securities of that series that may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of that series), and if such series may be reopened from time to time for the issuance of additional Securities of such series
or to establish additional terms of such series;


 


(3)          the
date or dates on which the principal of the Securities of the series is payable and the place(s) of payment;


 


(4)          the
rate or rates at which the Securities of the series shall bear interest or the manner of calculation of such rate or rates, if
any;


 


(5)          the
date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest will be payable or the manner
of determination of such Interest Payment Dates, the place(s) of payment, and the record date or other method for the determination
of holders to whom interest is payable on any such Interest Payment Dates;


 


(6)          the
right, if any, to extend the interest payment periods and the duration of such extension;


 


(7)          the
period or periods within which, the price or prices at which and the terms and conditions upon which, Securities of the series
may be redeemed, in whole or in part, at the option of the Company;


 




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(8)          the
obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions
(including payments made in cash in satisfaction of future sinking fund obligations) or at the option of a holder thereof and the
period or periods within which, the price or prices at which, and the terms and conditions upon which, Securities of the series
shall be redeemed or purchased, in whole or in part, pursuant to such obligation;


 


(9)          any
additional or different subordination terms applicable to the Securities of the series;


 


(10)        the
form of the Securities of the series including the form of the Trustee’s certificate of authentication for such series;


 


(11)        if
other than denominations of one thousand U.S. dollars ($1,000) or any integral multiple thereof, the denominations in which the
Securities of the series shall be issuable;


 


(12)        any
and all other terms with respect to such series (which terms shall not be inconsistent with the terms of this Indenture, as amended
by any supplemental indenture) including any terms which may be required by or advisable under United States laws or regulations
or advisable in connection with the marketing of Securities of that series;


 


(13)        whether
the Securities are issuable as a Global Security and, in such case, the identity of the Depositary for such series;


 


(14)        whether
the Securities will be convertible into and/or exchangeable for shares of common stock or other securities of the Company and,
if so, the terms and conditions upon which such Securities will be so convertible, including the conversion price and the conversion
period, and any deletions from or modifications or additions to this Indenture to permit or to facilitate the issuance of such
convertible or exchangeable Securities or the administration thereof;


 


(15)        if
other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable
upon declaration of acceleration of the maturity thereof pursuant to Section 6.01;


 


(16)        any
additional or different Events of Default or restrictive covenants provided for with respect to the Securities of the series;


 


(17)        if
applicable, that the Securities of the series, in whole or in specified part, shall be defeasible pursuant to Section 11.02 and,
if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;


 


(18)        if
other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or
any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in
the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding”
in Section 1.01;


 




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(19)        the
terms and conditions, if any, upon which the Company shall pay amounts in addition to the stated interest, premium, if any and
principal amounts of the Securities of the series to any Securityholder that is not a United States person for federal tax purposes;


 


(20)        any
restrictions on transfer, sale or assignment of the Securities of the series; and


 


(21)        whether
and to what extent the Securities shall be guaranteed by any Person or Persons.


 


All Securities of any one series shall be
substantially identical except as to denomination and except as may otherwise be provided in or pursuant to any such Board Resolution
or in any indentures supplemental hereto. If any of the terms of the series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of
the series. Securities of any particular series may be issued at various times, with different dates on which the principal or
any installment of principal is payable, with different rates of interest, if any, or different methods by which rates of interest
may be determined, with different dates on which such interest may be payable and with different redemption dates. Notwithstanding
Section 2.01(2) and unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount
of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal
amount authorized with respect to such series as increased.


 


Section 2.02         Form
of Securities and Trustee’s Certificate.


 


The Securities of any series and the Trustee’s
certificate of authentication to be borne by such Securities shall be substantially of the tenor and purport as set forth in one
or more indentures supplemental hereto or as provided in a Board Resolution and as set forth in an Officers’ Certificate.
The Securities may have such letters, numbers or other marks of identification or designation and such legends or endorsements
printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of
this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule
or regulation of any stock exchange on which Securities of that series may be listed, or to conform to usage.


 




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Section 2.03        Denominations:
Provisions for Payment.


 


The Securities shall be issuable as registered
Securities and in the denominations of one thousand U.S. dollars ($1,000) or any integral multiple thereof, subject to Section
2.01(11). The Securities of a particular series shall bear interest payable on the dates and at the rates specified or provided
for with respect to that series. Except as contemplated by Section 2.01(18), the principal of and the interest on the Securities
of any series, as well as any premium thereon in case of redemption thereof prior to maturity, shall be payable in the coin or
currency of the United States of America that at the time is legal tender for public and private debt, upon presentment of such
Securities at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of
New York or such other office designated by the Company or the Trustee; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the
Security Register. Each Security shall be dated the date of its authentication by the Trustee. Except as contemplated by Section
2.01(4), interest on the Securities shall be computed on the basis of a 360-day year composed of twelve 30-day months. Except as
contemplated by Section 2.01(5), the interest installment on any Security that is payable, and is punctually paid or duly provided
for, on any Interest Payment Date for Securities of that series shall be paid to the Person in whose name said Security (or one
or more Predecessor Securities) is registered at the close of business on the regular record date for such interest installment.
In the event that any Security of a particular series or portion thereof is called for redemption and the redemption date is subsequent
to a regular record date with respect to any Interest Payment Date and prior to such Interest Payment Date, interest on such Security
will be paid upon presentation and surrender of such Security as provided in Section 3.03. Any interest on any Security that is
payable, but is not punctually paid or duly provided for, on any Interest Payment Date for Securities of the same series (herein
called “Defaulted Interest”) shall forthwith cease to be payable to the registered holder on the relevant regular record
date by virtue of having been such holder; and such Defaulted Interest shall be paid by the Company, at its election, as provided
in clause (1) or clause (2) below:


 


(1)         The
Company may make payment of any Defaulted Interest on Securities to the Persons in whose names such Securities (or their respective
Predecessor Securities) are registered at the close of business on a special record date for the payment of such Defaulted Interest,
which shall be fixed in the following manner: the Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each such Security and the date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon
the Trustee shall fix a special record date for the payment of such Defaulted Interest which shall not be more than 15 nor less
than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice
of the proposed payment. The Trustee shall promptly notify the Company of such special record date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor
to be mailed, first class postage prepaid, to each Securityholder at his or her address as it appears in the Security Register
(as hereinafter defined), not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted
Interest and the special record date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons
in whose names such Securities (or their respective Predecessor Securities) are registered on such special record date.


 




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(2)         The
Company may make payment of any Defaulted Interest on any Securities in any other lawful manner not inconsistent with the requirements
of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if,
after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall
be deemed practicable by the Trustee. Unless otherwise set forth in a Board Resolution or one or more indentures supplemental hereto
establishing the terms of any series of Securities pursuant to Section 2.01 hereof, the term “regular record date”
as used in this Section with respect to a series of Securities with respect to any Interest Payment Date for such series shall
mean either the fifteenth day of the month immediately preceding the month in which an Interest Payment Date established for such
series pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is the first day of a month, or the last day
of the month immediately preceding the month in which an Interest Payment Date established for such series pursuant to Section
2.01 hereof shall occur, if such Interest Payment Date is the fifteenth day of a month, whether or not such date is a Business
Day. Subject to the foregoing provisions of this Section, each Security of a series delivered under this Indenture upon transfer
of or in exchange for or in lieu of any other Security of such series shall carry the rights to interest accrued and unpaid, and
to accrue, that were carried by such other Security.


 


Section 2.04        Execution
and Authentication.


 


The Securities shall be signed on behalf
of the Company by its President, or one of its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, under its
corporate seal attested by its Secretary or one of its Assistant Secretaries. Signatures may be in the form of a manual or facsimile
signature. The Company may use the facsimile signature of any Person who shall have been a President or Vice President thereof,
or of any Person who shall have been the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary thereof, notwithstanding
the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be
the President or a Vice President, or the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company.
The seal of the Company may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced
on the Securities. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage.
A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent.
Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder
and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication,
together with a written order of the Company for the authentication and delivery of such Securities, signed by its President or
any Vice President and its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate
and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected
in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions
of this Indenture and that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner
and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the
Company enforceable in accordance with their terms, subject to any Bankruptcy Law or other insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles
(regardless of whether enforcement is sought in a proceeding in equity or at law). The Trustee shall not be required to authenticate
such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.


 




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Section 2.05        Registration
of Transfer and Exchange.


 


(a)          Securities
of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in
the Borough of Manhattan, the City and State of New York, or such other location designated by the Company, for other Securities
of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover
any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered
for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor
the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing
numbers not contemporaneously outstanding.


 


(b)          The
Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City
and State of New York, or such other location designated by the Company, a register or registers (herein referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities
and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the
Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed
as authorized by Board Resolution (the “Security Registrar”). Upon surrender for transfer of any Security at the office
or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office
or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security
presented for a like aggregate principal amount. All Securities presented or surrendered for exchange or registration of transfer,
as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument
or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder
or by such holder’s duly authorized attorney in writing.


 


(c)          No
service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of
partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer.
The Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities
of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange
any Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to
any Global Security, subject to Section 2.11 hereof.


 




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Section 2.06        Temporary
Securities.


 


Pending the preparation of definitive Securities
of any series, the Company may execute, and the Trustee shall authenticate and deliver, temporary Securities (printed, lithographed
or typewritten) of any authorized denomination. Such temporary Securities shall be substantially in the form of the definitive
Securities in lieu of which they are issued, but with such omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Company. Every temporary Security of any series shall be executed by the Company and
be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive
Securities of such series. Without unnecessary delay the Company will execute and will furnish definitive Securities of such series
and thereupon any or all temporary Securities of such series may be surrendered in exchange therefor (without charge to the holders),
at the office or agency of the Company designated for the purpose in the Borough of Manhattan, the City and State of New York,
or such other location designated by the Company, and the Trustee shall authenticate and such office or agency shall deliver in
exchange for such temporary Securities an equal aggregate principal amount of definitive Securities of such series, unless the
Company advises the Trustee to the effect that definitive Securities need not be executed and furnished until further notice from
the Company. Until so exchanged, the temporary Securities of such series shall be entitled to the same benefits under this Indenture
as definitive Securities of such series authenticated and delivered hereunder.


 


Section 2.07        Mutilated,
Destroyed, Lost or Stolen Securities.


 


In case any temporary or definitive Security
shall become mutilated or be destroyed, lost or stolen, the Company (subject to the next succeeding sentence) shall execute, and
upon the Company’s request the Trustee (subject as aforesaid) shall authenticate and deliver, a new Security of the same
series, bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated Security, or in lieu
of and in substitution for the Security so destroyed, lost or stolen. In every case the applicant for a substituted Security shall
furnish to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, and,
in every case of destruction, loss or theft, the applicant shall also furnish to the Company and the Trustee evidence to their
satisfaction of the destruction, loss or theft of the applicant’s Security and of the ownership thereof. The Trustee may
authenticate any such substituted Security and deliver the same upon the written request or authorization of any officer of the
Company. Upon the issuance of any substituted Security, the Company may require the payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of
the Trustee) connected therewith. In case any Security that has matured or is about to mature shall become mutilated or be destroyed,
lost or stolen, the Company may, instead of issuing a substitute Security, pay or authorize the payment of the same (without surrender
thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Company and the Trustee
such security or indemnity as they may require to save them harmless, and, in case of destruction, loss or theft, evidence to the
satisfaction of the Company and the Trustee of the destruction, loss or theft of such Security and of the ownership thereof. Every
replacement Security issued pursuant to the provisions of this Section shall constitute an additional contractual obligation of
the Company whether or not the mutilated, destroyed, lost or stolen Security shall be found at any time, or be enforceable by anyone,
and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of the
same series duly issued hereunder. All Securities shall be held and owned upon the express condition that the foregoing provisions
are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities, and shall preclude
(to the extent lawful) any and all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.


 




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Section 2.08        Cancellation.


 


All Securities surrendered for the purpose
of payment, redemption, exchange or registration of transfer shall, if surrendered to the Company or any paying agent, be delivered
to the Trustee for cancellation, or, if surrendered to the Trustee, shall be cancelled by it, and no Securities shall be issued
in lieu thereof except as expressly required or permitted by any of the provisions of this Indenture. On request of the Company
at the time of such surrender, the Trustee shall deliver to the Company canceled Securities held by the Trustee. In the absence
of such request the Trustee may dispose of canceled Securities in accordance with its standard procedures and deliver a certificate
of disposition to the Company. If the Company shall otherwise acquire any of the Securities, however, such acquisition shall not
operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered
to the Trustee for cancellation.


 


Section 2.09        Benefits
of Indenture.


 


Nothing in this Indenture or in the Securities,
express or implied, shall give or be construed to give to any Person, other than the parties hereto and the holders of the Securities
(and, with respect to the provisions of Article XIV, the holders of Senior Indebtedness) any legal or equitable right, remedy or
claim under or in respect of this Indenture, or under any covenant, condition or provision herein contained; all such covenants,
conditions and provisions being for the sole benefit of the parties hereto and of the holders of the Securities (and, with respect
to the provisions of Article XIV, the holders of Senior Indebtedness).


 


Section 2.10        Authenticating
Agent.


 


So long as any of the Securities of any
series remain Outstanding there may be an Authenticating Agent for any or all such series of Securities which the Trustee shall
have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Securities
of such series issued upon exchange, transfer or partial redemption thereof, and Securities so authenticated shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder.
All references in this Indenture to the authentication of Securities by the Trustee shall be deemed to include authentication by
an Authenticating Agent for such series. Each Authenticating Agent shall be acceptable to the Company and shall be a corporation
that has a combined capital and surplus, as most recently reported or determined by it, sufficient under the laws of any jurisdiction
under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under
such laws to conduct such business and is subject to supervision or examination by Federal or State authorities. If at any time
any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediately. Any Authenticating
Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any
time (and upon request by the Company shall) terminate the agency of any Authenticating Agent by giving written notice of termination
to such Authenticating Agent and to the Company. Upon resignation, termination or cessation of eligibility of any Authenticating
Agent, the Trustee may appoint an eligible successor Authenticating Agent acceptable to the Company. Any successor Authenticating
Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor
hereunder as if originally named as an Authenticating Agent pursuant hereto.


 




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Any corporation into which an Authenticating
Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided that such corporation
shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.


 


Section 2.11        Global
Securities.


 


(a)          If
the Company shall establish pursuant to Section 2.01 that the Securities of a particular series are to be issued as a Global Security,
then the Company shall execute and the Trustee shall, in accordance with Section 2.04, authenticate and deliver, a Global Security
that


 


(1)         shall
represent, and shall be denominated in an amount equal to the aggregate principal amount of, all or a portion of the Outstanding
Securities of such series,


 


(2)         shall
be registered in the name of the Depositary or its nominee,


 


(3)         shall
be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and


 


(4)         shall
bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.11 of the Indenture, this
Security may be transferred, in whole but not in part, only to the Depositary, another nominee of the Depositary or to a successor
Depositary or to a nominee of such successor Depositary.”


 


(b)          Notwithstanding
the provisions of Section 2.05, the Global Security of a series may be transferred, in whole but not in part and in the manner
provided in Section 2.05, only to the Depositary for such series, another nominee of the Depositary for such series, or to a successor
Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary.


 




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(c)          If
at any time the Depositary for a series of the Securities notifies the Company that it is unwilling or unable to continue as Depositary
for such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange
Act, or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Company within
90 days after the Company receives such notice or becomes aware of such condition, as the case may be, this Section 2.11 shall
no longer be applicable to the Securities of such series and the Company will execute, and subject to Section 2.05, the Trustee
will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations,
and in an aggregate principal amount equal to the principal amount of the Global Security of such series in exchange for such Global
Security. In addition, the Company may at any time determine that the Securities of any series shall no longer be represented by
a Global Security and that the provisions of this Section 2.11 shall no longer apply to the Securities of such series. In such
event the Company will execute and subject to Section 2.05, the Trustee, upon receipt of an Officers’ Certificate evidencing
such determination by the Company, will authenticate and deliver the Securities of such series in definitive registered form without
coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security
of such series in exchange for such Global Security. Upon the exchange of the Global Security for such Securities in definitive
registered form without coupons, in authorized denominations, the Global Security shall be canceled by the Trustee. Such Securities
in definitive registered form issued in exchange for the Global Security pursuant to this Section 2.11(c) shall be registered in
such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons
in whose names such Securities are so registered.


 


ARTICLE III

REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS


 


Section 3.01        Redemption.


 


The Company may redeem the Securities of
any series issued hereunder on and after the dates and in accordance with the terms established for such series pursuant to Section
2.01 hereof.


 


Section 3.02        Notice
of Redemption.


 


(a)          In
case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities of any series
in accordance with the right reserved so to do, the Company shall, or shall cause the Trustee to, give notice of such redemption
to holders of the Securities of such series to be redeemed by mailing, first class postage prepaid, a notice of such redemption
not less than 30 days and not more than 90 days before the date fixed for redemption of that series to such holders at their last
addresses as they shall appear upon the Security Register unless a shorter period is specified in the Securities to be redeemed.
Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not
the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Security of any series
designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for
the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities prior to
the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with any such restriction. Each such
notice of redemption shall specify the date fixed for redemption and the redemption price at which Securities of that series are
to be redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be made upon presentation
and surrender of such Securities at the office or agency of the Company in the Borough of Manhattan, the City and State of New
York, or such other location designated by the Company of the Trustee for such purposes, that interest accrued to the date fixed
for redemption will be paid as specified in said notice, that from and after said date interest will cease to accrue, that the
redemption is for a sinking fund, if such is the case, and the CUSIP number of the Securities and state that no representation
is made as to the correctness or accuracy of the CUSIP number, if any, listed in the notice or printed on the Securities. If less
than all the Securities of a series are to be redeemed, the notice to the holders of Securities of that series to be redeemed in
whole or in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only,
the notice that relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state
that on and after the redemption date, upon surrender of such Security, a new Security or Securities of such series in principal
amount equal to the unredeemed portion thereof will be issued.


 




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(b)          If
less than all the Securities of a series are to be redeemed, the Company shall give the Trustee at least 45 days’ notice
(unless a shorter period is satisfactory to the Trustee) in advance of the date fixed for redemption as to the aggregate principal
amount of Securities of the series to be redeemed, and thereupon the Trustee shall select in a manner that complies with the requirements,
if any, of any applicable stock exchange or which the Securities are listed and that the Trustee deems appropriate and fair in
its discretion and that may provide for the selection of a portion or portions (equal to one thousand U.S. dollars ($1,000) or
any integral multiple thereof) of the principal amount of such Securities of a denomination larger than $1,000, the Securities
to be redeemed and shall thereafter promptly notify the Company in writing of the numbers of the Securities to be redeemed, in
whole or in part. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President
or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Securities of a particular series
for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Company
or its own name as the Trustee or such paying agent as it may deem advisable. In any case in which notice of redemption is to be
given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with,
the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies
or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under
the provisions of this Section.


 


Section 3.03        Payment
Upon Redemption.


 


(a)          If
the giving of notice of redemption shall have been completed as above provided, the Securities or portions of Securities of the
series to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice
at the applicable redemption price, together with interest accrued to the date fixed for redemption and interest on such Securities
or portions of Securities shall cease to accrue on and after the date fixed for redemption, unless the Company shall default in
the payment of such redemption price and accrued interest with respect to any such Security or portion thereof. On presentation
and surrender of such Securities on or after the date fixed for redemption at the place of payment specified in the notice, said
Securities shall be paid and redeemed at the applicable redemption price for such series, together with interest accrued thereon
to the date fixed for redemption (but if the date fixed for redemption is an Interest Payment Date, the interest installment payable
on such date shall be payable to the registered holder at the close of business on the applicable record date pursuant to Section
2.03).


 




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(b)          Upon
presentation of any Security of such series that is to be redeemed in part only, the Company shall execute and the Trustee shall
authenticate and the office or agency where the Security is presented shall deliver to the holder thereof, at the expense of the
Company, a new Security of the same series of authorized denominations in principal amount equal to the unredeemed portion of the
Security so presented.


 


Section 3.04        Sinking
Fund.


 


The provisions of Sections 3.04, 3.05 and
3.06 shall be applicable to any sinking fund for the retirement of Securities of a series, except as otherwise specified as contemplated
by Section 2.01 for Securities of such series. The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of
such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking fund
payment”. If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject
to reduction as provided in Section 3.05. Each sinking fund payment shall be applied to the redemption of Securities of any series
as provided for by the terms of Securities of such series.


 


Section 3.05        Satisfaction
of Sinking Fund Payments with Securities.


 


The Company.


 


(1)         may
deliver Outstanding Securities of a series (other than any Securities previously called for redemption) and


 


(2)         may
apply as a credit Securities of a series that have been redeemed either at the election of the Company pursuant to the terms of
such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities,
in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required
to be made pursuant to the terms of such Securities as provided for by the terms of such series, provided that such Securities
have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the redemption
price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment
shall be reduced accordingly.


 




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Section 3.06        Redemption
of Securities for Sinking Fund.


 


Not less than 45 days (unless a shorter
period is satisfactory to the Trustee) prior to each sinking fund payment date for any series of Securities, the Company will deliver
to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant
to the terms of the series, the portion thereof, if any, that is to be satisfied by delivering and crediting Securities of that
series pursuant to Section 3.05 and the basis for such credit and will, together with such Officers’ Certificate, deliver
to the Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 3.02 and cause
notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section
3.02. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated
in Section 3.03.


 


ARTICLE IV

COVENANTS


 


Section 4.01        Payment
of Principal, Premium and Interest.


 


The Company will duly and punctually pay
or cause to be paid the principal of (and premium, if any) and interest on the Securities of each series at the time and place
and in the manner provided herein and established with respect to such Securities.


 


Section 4.02        Maintenance
of Office or Agency.


 


So long as any series of the Securities
remain Outstanding, the Company agrees to maintain an office or agency in the Borough of Manhattan, the City and State of New York,
or such other location designated by the Company, with respect to each such series and at such other location or locations as may
be designated as provided in this Section 4.02, where (i) Securities of that series may be presented for payment, (ii) Securities
of that series may be presented as herein above authorized for registration of transfer and exchange, and (iii) notices and demands
to or upon the Company in respect of the Securities of that series and this Indenture may be given or served, such designation
to continue with respect to such office or agency until the Company shall, by written notice signed by its President or a Vice
President and delivered to the Trustee, designate some other office or agency in the Borough of Manhattan, the City and State of
New York for such purposes or any of them. If at any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such presentations, notices and demands may be made or served at
the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations,
notices and demands.


 


The Company may also from time to time designate
one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City
and State of New York, or such other location designated by the Company, for Securities of any series for such purposes. The Company
will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such
other office or agency.


 




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Section 4.03       Paying
Agents.


 


(a)          If
the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company
will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the
Trustee, subject to the provisions of this Section:


 


(1)          that
it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities
of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for
the benefit of the Persons entitled thereto;


 


(2)          that
it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment
of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable;


 


(3)          that
it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written
request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and


 


(4)          that
it will perform all other duties of paying agent as set forth in this Indenture.


 


(b)          If
the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date
of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for
the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming
due on Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and
will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action.
Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the
principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient
to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify
the Trustee of this action or failure so to act.


 


(c)          Notwithstanding
anything in this Section to the contrary,


 


(1)          the
agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and


 




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(2)          the
Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose,
pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to
be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying
agent; and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability
with respect to such money.


 


Section 4.04        Appointment
to Fill Vacancy in Office of Trustee.


 


The Company, whenever necessary to avoid
or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.11, a Trustee, so that there shall
at all times be a Trustee hereunder.


 


Section 4.05        Compliance
with Consolidation Provisions.


 


The Company will not, while any of the Securities
remain Outstanding, consolidate with or merge into any other Person, in either case where the Company is not the survivor of such
transaction, or sell, convey, transfer or otherwise dispose of its property as an entirety or substantially as an entirety to any
other Person unless the provisions of Article X hereof are complied with.


 


Section 4.06        Statement
by Officers as to Default.


 


The Company will deliver to the Trustee,
within 120 days after the end of each fiscal year of the Company, a Certificate, stating whether or not to the best knowledge of
the signer thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of
this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof of which such signer may have knowledge.


 


ARTICLE V

SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE


 


Section 5.01        Company
to Furnish Trustee Names and Addresses of Securityholders.


 


The Company will furnish or cause to be
furnished to the Trustee


 


(1)          not
more than 15 days after each regular record date (as defined in Section 2.03) a list, in such form as the Trustee may reasonably
require, of the names and addresses of the holders of each series of Securities as of such regular record date, provided that the
Company shall not be obligated to furnish or cause to furnish such list at any time that the list shall not differ in any respect
from the most recent list furnished to the Trustee by the Company and


 


(2)          at
such other times as the Trustee may request in writing within 30 days after the receipt by the Company of any such request, a list
of similar form and content as of a date not more than 15 days prior to the time such list is furnished;


 




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provided, however, that, in either case, no such list
need be furnished for any series for which the Trustee shall be the Security Registrar.


 


Section 5.02        Preservation
Of Information; Communications With Securityholders.


 


(a)          The
Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the
holders of Securities contained in the most recent list furnished to it as provided in Section 5.01 and as to the names and addresses
of holders of Securities received by the Trustee in its capacity as Security Registrar (if acting in such capacity).


 


(b)          The
Trustee may destroy any list furnished to it as provided in Section 5.01 upon receipt of a new list so furnished.


 


(c)          Securityholders
may communicate as provided in Section 312(b) of the Trust Indenture Act with other Securityholders with respect to their rights
under this Indenture or under the Securities, and, in connection with any such communications, the Trustee shall satisfy its obligations
under Section 312(b) of the Trust Indenture Act in accordance with the provisions of Section 312(b) of the Trust Indenture Act.


 


Section 5.03        Reports
by the Company.


 


The Company covenants and agrees to provide
(which delivery may be via electronic mail) to the Trustee, within 15 days after the Company files the same with the Commission,
copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing
as the Commission may from time to time by rules and regulations prescribe) that the Company files with the Commission pursuant
to Section 13 or Section 15(d) of the Exchange Act; provided, however, the Company shall not be required to deliver to the
Trustee any materials for which the Company has sought and received confidential treatment by the Commission; and provided further,
so long as such filings by the Company are available on the Commission’s Electronic Data Gathering, Analysis and Retrieval
System (EDGAR), such filings shall be deemed to have been filed with the Trustee for purposes of this Section 5.03 without any
further action required by the Company, provided, however, that the Trustee shall have no obligation whatsoever to determine
if such filing has been so made. The Company will also comply with the other provisions of Section 314(a) of the Trust Indenture
Act.


 


Section 5.04        Reports
by the Trustee.


 


(a)          On
or before [    ] in each year in which any of the Securities are Outstanding, the Trustee shall transmit by
mail, first class postage prepaid, to the Securityholders, as their names and addresses appear upon the Security Register, a brief
report dated as of the preceding [    ], if and to the extent required under Section 313(a) of the Trust Indenture
Act.


 


(b)          The
Trustee shall comply with Section 313(b) and 313(c) of the Trust Indenture Act.


 




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(c)          A
copy of each such report shall, at the time of such transmission to Securityholders, be filed by the Trustee with the Company,
with each stock exchange upon which any Securities are listed (if so listed) and also with the Commission. The Company agrees to
notify the Trustee when any Securities become listed on any stock exchange.


 


ARTICLE VI

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT


 


Section 6.01        Events
of Default.


 


(a)          Whenever
used herein with respect to Securities of a particular series, “Event of Default” means any one or more of the following
events that has occurred and is continuing (whatever the reason for such Event of Default and whether it shall be occasioned by
the subordination provisions of Article XIV or other subordination provisions applicable to a series of Securities or be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body):


 


(1)          the
Company defaults in the payment of any installment of interest upon any of the Securities of that series, as and when the same
shall become due and payable, and continuance of such default for a period of 90 days; provided, however, that a valid extension
of an interest payment period by the Company in accordance with the terms of any indenture supplemental hereto shall not constitute
a default in the payment of interest for this purpose;


 


(2)          the
Company defaults in the payment of the principal of (or premium, if any, on) any of the Securities of that series as and when the
same shall become due and payable whether at maturity, upon redemption, by declaration or otherwise, or in any payment required
by any sinking or analogous fund established with respect to that series; provided, however, that a valid extension of the maturity
of such Securities in accordance with the terms of any indenture supplemental hereto shall not constitute a default in the payment
of principal or premium, if any;


 


(3)          the
Company fails to observe or perform any other of its covenants or agreements with respect to that series contained in this Indenture
or otherwise established with respect to that series of Securities pursuant to Section 2.01 hereof (other than a covenant or agreement
that has been expressly included in this Indenture solely for the benefit of one or more series of Securities other than such series)
for a period of 90 days after the date on which written notice of such failure, requiring the same to be remedied and stating that
such notice is a “Notice of Default” hereunder, shall have been given to the Company by the Trustee, by registered
or certified mail, or to the Company and the Trustee by the holders of at least 25% in principal amount of the Securities of that
series at the time Outstanding;


 




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


 


(i)          commences
a voluntary case,


 


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


 


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


 


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


 


(5)          a
court of competent jurisdiction enters an order under any Bankruptcy Law that


 


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


 


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


 


(iii)        orders
the liquidation of the Company, and the order remains unstayed and in effect for 90 days; or


 


(6)          any
other Event of Default provided as contemplated by Section 3.01 with respect to Securities of that Series.


 


(b)          In
each and every such case, unless the principal of all the Securities of that series shall have already become due and payable,
either the Trustee or the holders of not less than 25% in aggregate principal amount of the Securities of that series then Outstanding
hereunder, by notice in writing to the Company (and to the Trustee if given by such Securityholders), may declare the principal
of (and premium, if any, on) and accrued and unpaid interest on all the Securities of that series to be due and payable immediately,
and upon any such declaration the same shall become and shall be immediately due and payable.


 


(c)          At
any time after the principal of the Securities of that series shall have been so declared due and payable, and before any judgment
or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the holders of a majority
in aggregate principal amount of the Securities of that series then Outstanding hereunder, by written notice to the Company and
the Trustee, may rescind and annul such declaration and its consequences if:


 


(1)          the
Company has paid or deposited with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities
of that series and the principal of (and premium, if any, on) any and all Securities of that series that shall have become due
otherwise than by acceleration (with interest upon such principal and premium, if any, and, to the extent that such payment is
enforceable under applicable law, upon overdue installments of interest, at the rate per annum expressed in the Securities of that
series to the date of such payment or deposit) and the amount payable to the Trustee under Section 7.07, and


 




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(2)          any
and all Events of Default under the Indenture with respect to such series, other than the nonpayment of principal on Securities
of that series that shall not have become due by their terms, shall have been remedied or waived as provided in Section 6.06. No
such rescission and annulment shall extend to or shall affect any subsequent default or impair any right consequent thereon.


 


(d)          In
case the Trustee shall have proceeded to enforce any right with respect to Securities of that series under this Indenture and such
proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall
have been determined adversely to the Trustee, then and in every such case, subject to any determination in such proceedings, the
Company, and the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies
and powers of the Company and the Trustee shall continue as though no such proceedings had been taken.


 


Section 6.02        Collection
of Indebtedness and Suits for Enforcement by Trustee.


 


(a)          The
Company covenants that


 


(1)          in
case it shall default in the payment of any installment of interest on any of the Securities of a series, as and when the same
shall have become due and payable, and such default shall have continued for a period of 90 days, or


 


(2)          in
case it shall default in the payment of the principal of (or premium, if any, on) any of the Securities of a series when the same
shall have become due and payable, whether upon maturity of the Securities of a series or upon redemption or upon declaration,
pursuant to any sinking or analogous fund established with respect to that series or otherwise,


 


then, upon demand of the Trustee, the Company will pay to the
Trustee, for the benefit of the holders of the Securities of that series, the whole amount that then shall have been become due
and payable on all such Securities for principal (and premium, if any) or interest, or both, as the case may be, with interest
upon the overdue principal (and premium, if any) and (to the extent that payment of such interest is enforceable under applicable
law) upon overdue installments of interest at the rate per annum expressed in the Securities of that series; and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of collection, and the amount payable to the Trustee
under Section 7.07.


 


(b)          If
the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express
trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums
so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment
or final decree against the Company or other obligor upon the Securities of that series and collect the moneys adjudged or decreed
to be payable in the manner provided by law out of the property of the Company or other obligor upon the Securities of that series,
wherever situated.


 




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(c)          In
case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or judicial
proceedings affecting the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings
and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled
to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the
Trustee and of the holders of Securities of such series allowed for the entire amount due and payable by the Company under the
Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company
after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute
the same after the deduction of the amount payable to the Trustee under Section 7.07; and any receiver, assignee or trustee in
bankruptcy or reorganization is hereby authorized by each of the holders of Securities of such series to make such payments to
the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders,
to pay to the Trustee any amount due it under Section 7.07.


 


(d)          All
rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities
of that series, may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any
trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts
due under Section 7.07, be for the ratable benefit of the holders of the Securities of such series. In case of an Event of Default
hereunder, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate
judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity
or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the Indenture or
in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee
by this Indenture or by law. Nothing contained herein shall be deemed to authorize the Trustee to authorize or consent to or accept
or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities
of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Securityholder
in any such proceeding.


 


Section 6.03         Application
of Moneys Collected.


 


Any moneys collected by the Trustee pursuant
to this Article with respect to a particular series of Securities shall be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such moneys on account of principal (or premium, if any) or interest,
upon presentation of the Securities of that series, and notation thereon of the payment, if only partially paid, and upon surrender
thereof if fully paid:


 


FIRST: To the payment of costs and expenses
of collection and of all amounts payable to the Trustee under Section 7.07;


 


SECOND: To the payment of all Senior Indebtedness
of the Company if and to the extent required by Article XIV or other subordination provisions applicable with respect to such series;


 




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


 


FOURTH: To the payment of the remainder,
if any, to the Company or any other Person lawfully entitled thereto.


 


Section 6.04         Limitation
on Suits.


 


No holder of any Security of any series
shall have any right by virtue or by availing of any provision of this Indenture to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless


 


(1)          such
holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect
to the Securities of such series specifying such Event of Default, as hereinbefore provided;


 


(2)          the
holders of not less than 25% in aggregate principal amount of the Securities of such series then Outstanding shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own name as trustee hereunder;


 


(3)          such
holder or holders shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby;


 


(4)          the
Trustee for 90 days after its receipt of such notice, request and offer of indemnity, shall have failed to institute any such action,
suit or proceeding; and


 


(5)          during
such 90 day period, the holders of a majority in principal amount of the Securities of that series do not give the Trustee a direction
inconsistent with the request. Notwithstanding anything contained herein to the contrary, the right of any holder of any Security
to receive payment of the principal of (and premium, if any) and interest on such Security, as therein provided, on the respective
due dates expressed in such Security (or in the case of redemption, on the redemption date), or to institute suit for the enforcement
of any such payment on or after such respective dates or redemption date, shall not be impaired or affected without the consent
of such holder and by accepting a Security hereunder it is expressly understood, intended and covenanted by the taker and holder
of every Security of such series with every other such taker and holder and the Trustee, that no one or more holders of Securities
of such series shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect,
disturb or prejudice the rights of the holders of any other of such Securities, or to obtain or seek to obtain priority over or
preference to any other such holder, or to enforce any right under this Indenture, except in the manner herein provided and for
the equal, ratable and common benefit of all holders of Securities of such series. For the protection and enforcement of the provisions
of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or
in equity.


 




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Section 6.05         Rights
and Remedies Cumulative; Delay or Omission Not Waiver.


 


(a)          Except
as otherwise provided in Section 2.07, all powers and remedies given by this Article to the Trustee or to the Securityholders shall,
to the extent permitted by law, be deemed cumulative and not exclusive of any other powers and remedies available to the Trustee
or the holders of the Securities, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants
and agreements contained in this Indenture or otherwise established with respect to such Securities.


 


(b)          No
delay or omission of the Trustee or of any holder of any of the Securities to exercise any right or power accruing upon any Event
of Default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of
any such default or on acquiescence therein; and, subject to the provisions of Section 6.04, every power and remedy given by this
Article or by law to the Trustee or the Securityholders may be exercised from time to time, and as often as shall be deemed expedient,
by the Trustee or by the Securityholders.


 


Section 6.06         Control
by Securityholders.


 


The holders of a majority in aggregate principal
amount of the Securities of any series at the time Outstanding, determined in accordance with Section 8.01, shall have the right
to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee with respect to such series; provided, however, that such direction shall not be in conflict
with any rule of law or with this Indenture or be unduly prejudicial to the rights of holders of Securities of any other series
at the time Outstanding determined in accordance with Section 8.01. Subject to the provisions of Section 7.01, the Trustee shall
have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers
of the Trustee, determine that the proceeding so directed would involve the Trustee in personal liability. The holders of a majority
in aggregate principal amount of the Securities of any series at the time Outstanding affected thereby, determined in accordance
with Section 8.01, may on behalf of the holders of all of the Securities of such series waive any past default in the performance
of any of the covenants contained herein or established pursuant to Section 2.01 with respect to such series and its consequences,
except a default in the payment of the principal of (or premium, if any) or interest on, any of the Securities of that series as
and when the same shall become due by the terms of such Securities otherwise than by acceleration (unless such default has been
cured and a sum sufficient to pay all matured installments of interest and principal and any premium has been deposited with the
Trustee (in accordance with Section 6.01(c)) or in respect of a covenant or provision hereof which under Article IX cannot be modified
or amended without the consent of the holder of each Outstanding Security affected. Upon any such waiver, the default covered thereby
shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Securities of
such series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other default or impair any right consequent thereon.


 




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Section 6.07         Undertaking
to Pay Costs.


 


All parties to this Indenture agree, and
each holder of any Securities by such holder’s acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee
for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against
any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Securityholder,
or group of Securityholders, holding more than 10% in aggregate principal amount of the Outstanding Securities of any series, or
to any suit instituted by any Securityholder for the enforcement of the payment of the principal of (or premium, if any) or interest
on any Security of such series, on or after the respective due dates expressed in such Security or established pursuant to this
Indenture.


 


ARTICLE VII

CONCERNING THE TRUSTEE


 


Section 7.01         Certain
Duties and Responsibilities of Trustee.


 


(a)          The
Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all
Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect
to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied
covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of
a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series
such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his own affairs.


 


(b)          No
provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:


 




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(1)          prior
to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such
Events of Default with respect to that series that may have occurred: the duties and obligations of the Trustee shall with respect
to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be
liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically
set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively
rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions
that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine
the same to determine whether or not they conform to the requirement of this Indenture;


 


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


 


(3)          the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding
relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series; and


 


(4)          None
of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there is reasonable
ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture
or adequate indemnity against such risk is not reasonably assured to it.


 


Section 7.02         Notice
of Defaults.


 


If a Default occurs hereunder with respect
to Securities of any series and is known to a Responsible Officer of the Trustee, the Trustee shall give the holders of Securities
of such series notice of such Default as and to the extent provided by the Trust Indenture Act; provided, however, that in the
case of any Default of the character specified in clause (3) of Section 6.01(a) with respect to Securities of such series, no such
notice to holders shall be given until at least 30 days after the occurrence thereof.


 


Section 7.03         Certain
Rights of Trustee.


 


Except as otherwise provided in Section
7.01:


 


(a)          The
Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, security or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;


 




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(b)          Any
request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by a Board Resolution or an
instrument signed in the name of the Company, by the President or any Vice President and by the Secretary or an Assistant Secretary
or the Treasurer or an Assistant Treasurer thereof (unless other evidence in respect thereof is specifically prescribed herein);


 


(c)          The
Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or omitted hereunder in good faith and in reliance thereon;


 


(d)          The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order
or direction of any of the Securityholders, pursuant to the provisions of this Indenture, unless such Securityholders shall have
offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein
or thereby; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of
Default with respect to a series of the Securities (that has not been cured or waived) to exercise with respect to Securities of
that series such of the rights and powers vested in it by this Indenture, and to use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs;


 


(e)          The
Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and believed by it to be authorized
or within the discretion or rights or powers conferred upon it by this Indenture;


 


(f)          The
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond, security, or other papers or documents, unless requested
in writing so to do by the holders of not less than a majority in principal amount of the Outstanding Securities of the particular
series affected thereby (determined as provided in Section 8.04); provided, however, that if the payment within a reasonable time
to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such costs, expenses or liabilities as a condition to so proceeding. The reasonable
expense of every such examination shall be paid by the Company or, if paid by the Trustee, shall be repaid by the Company upon
demand; and


 


(g)          The
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents
or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder.


 


Section 7.04         Trustee
Not Responsible for Recitals or Issuance or Securities.


 


(a)          The
recitals contained herein and in the Securities shall be taken as the statements of the Company, and the Trustee assumes no responsibility
for the correctness of the same.


 


(b)          The
Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities.


 




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(c)          The
Trustee shall not be accountable for the use or application by the Company of any of the Securities or of the proceeds of such
Securities, or for the use or application of any moneys paid over by the Trustee in accordance with any provision of this Indenture
or established pursuant to Section 2.01, or for the use or application of any moneys received by any paying agent other than the
Trustee.


 


Section 7.05         May
Hold Securities.


 


The Trustee or any paying agent or Security
Registrar, in its individual or any other capacity, may become the owner or pledgee of Securities with the same rights it would
have if it were not Trustee, paying agent or Security Registrar.


 


Section 7.06         Moneys
Held in Trust.


 


Subject to the provisions of Section 11.05,
all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which
they were received, but need not be segregated from other funds except to the extent required by law. The Trustee shall be under
no liability for interest on any moneys received by it hereunder except such as it may agree with the Company to pay thereon.


 


Section 7.07        Compensation
and Reimbursement.


 


(a)          The
Company covenants and agrees to pay to the Trustee, and the Trustee shall be entitled to, such reasonable compensation (which shall
not be limited by any provision of law in regard to the compensation of a trustee of an express trust), as the Company, and the
Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and
in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided
herein, the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee (as trustee and in any other capacity hereunder) in accordance with any of the provisions of this
Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all Persons not regularly
in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Company also
covenants to indemnify the Trustee in all its capacities under the indenture (and its officers, agents, directors and employees)
for, and to hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of
the Trustee and arising out of or in connection with the acceptance or administration of this trust or in any other capacity under
the Indenture, including the costs and expenses of defending itself against any claim of liability in the premises.


 


(b)          The
obligations of the Company under this Section to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge
of this Indenture and the earlier resignation or removal of the Trustee. Such additional indebtedness shall be secured by a lien
prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust
for the benefit of the holders of particular Securities. Without prejudice to any other rights available to the Trustee under applicable
law, when the Trustee and its agents and any authenticating agent incur expenses or render services after an Event of Default specified
in Section 6.01, clause (4) or (5) occurs, the expenses and the compensation for the services are intended to constitute expenses
of administration under any bankruptcy, insolvency or similar laws.


 




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(c)          The
obligations of the Company under this Section shall not be subordinated to the payment of Senior Indebtedness.


 


Section 7.08         Reliance
on Officers’ Certificate.


 


Except as otherwise provided in Section
7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that
a matter be proved or established prior to taking or suffering or omitting to take any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the
Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate delivered to the Trustee and such
certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any
action taken, suffered or omitted to be taken by it under the provisions of this Indenture upon the faith thereof.


 


Section 7.09         Disqualification;
Conflicting Interests.


 


If the Trustee has or shall acquire any
“conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the Company
shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act, subject to the penultimate paragraph
thereof.


 


Section 7.10         Corporate
Trustee Required; Eligibility.


 


There shall at all times be a Trustee with
respect to the Securities issued hereunder which shall at all times be a corporation organized and doing business under the laws
of the United States of America or any State or Territory thereof or of the District of Columbia, or a corporation or other Person
permitted to act as trustee by the Commission, authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least 100 million U.S. dollars ($100,000,000), and subject to supervision or examination by Federal,
State, Territorial, or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. The Company may not, nor may any Person directly or indirectly controlling, controlled by, or
under common control with the Company, serve as Trustee. In case at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section
7.11.


 




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Section 7.11         Resignation
and Removal; Appointment of Successor.


 


(a)          The
Trustee or any successor hereafter appointed, may at any time resign with respect to the Securities of one or more series by giving
written notice thereof to the Company and by transmitting notice of resignation by mail, first class postage prepaid, to the Securityholders
of such series, as their names and addresses appear upon the Security Register. Upon receiving such notice of resignation, the
Company shall promptly appoint a successor trustee with respect to Securities of such series by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy
to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after
the mailing of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment
of a successor trustee with respect to Securities of such series, or any Securityholder of that series who has been a bona fide
holder of a Security or Securities for at least six months may on behalf of himself and all others similarly situated, petition
any such court for the appointment of a successor trustee. Such court may thereupon after such notice, if any, as it may deem proper
and prescribe, appoint a successor trustee.


 


(b)          In
case at any time any one of the following shall occur:


 


(1)         the
Trustee shall fail to comply with the provisions of Section 7.09 after written request therefor by the Company or by any Securityholder
who has been a bona fide holder of a Security or Securities for at least six months; or


 


(2)         the
Trustee shall cease to be eligible in accordance with the provisions of Section 7.10 and shall fail to resign after written
request therefor by the Company or by any such Securityholder; or


 


(3)         the
Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy proceeding,
or a receiver of the Trustee or of its property shall be appointed or consented to, or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any
such case, the Company may remove the Trustee with respect to all Securities and appoint a successor trustee by written instrument,
in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed
and one copy to the successor trustee, or, unless, in the case of a failure to comply with Section 7.09, the Trustee’s duty
to resign is stayed as provided in the penultimate paragraph of Section 310(b) of the Trust Indenture Act, any Securityholder who
has been a bona fide holder of a Security or Securities for at least six months may, on behalf of that holder and all others similarly
situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee.
Such court may thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor
trustee.


 




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(c)          The
holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding may at any time remove
the Trustee with respect to such series by so notifying the Trustee and the Company and may appoint a successor Trustee for such
series with the consent of the Company.


 


(d)          Any
resignation or removal of the Trustee and appointment of a successor trustee with respect to the Securities of a series pursuant
to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided
in Section 7.12.


 


(e)          Any
successor trustee appointed pursuant to this Section may be appointed with respect to the Securities of one or more series or all
of such series, and at any time there shall be only one Trustee with respect to the Securities of any particular series.


 


Section 7.12         Acceptance
of Appointment By Successor.


 


(a)          In
case of the appointment hereunder of a successor trustee with respect to all Securities, every such successor trustee so appointed
shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the
request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver
an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder.


 


(b)          In
case of the appointment hereunder of a successor trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor trustee with respect to the Securities of one or more series shall execute and
deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which


 


(1)          shall
contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the
appointment of such successor trustee relates,


 


(2)          shall
contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of
the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall
continue to be vested in the retiring Trustee, and


 




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(3)     
    shall add to or change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, that each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any
other such Trustee and that no Trustee shall be responsible for any act or failure to act on the part of any other Trustee
hereunder; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring
Trustee shall become effective to the extent provided therein, such retiring Trustee shall with respect to the Securities of
that or those series to which the appointment of such successor trustee relates have no further responsibility for the
exercise of rights and powers or for the performance of the duties and obligations vested in the Trustee under this
Indenture, and each such successor trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the
appointment of such successor trustee relates; but, on request of the Company or any successor trustee, such retiring Trustee
shall duly assign, transfer and deliver to such successor trustee, to the extent contemplated by such supplemental
indenture, the property and money held by such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor trustee relates.


 


(c)          Upon
request of any such successor trustee, the Company shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section,
as the case may be.


 


(d)          No
successor trustee shall accept its appointment unless at the time of such acceptance such successor trustee shall be qualified
and eligible under this Article.


 


(e)          Upon
acceptance of appointment by a successor trustee as provided in this Section, the Company shall transmit notice of the succession
of such trustee hereunder by mail, first class postage prepaid, to the Securityholders, as their names and addresses appear upon
the Security Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company.


 


Section 7.13         Merger,
Conversion, Consolidation or Succession to Business.


 


Any corporation into which the Trustee may
be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation
to which the Trustee shall be a party, or any corporation succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such corporation shall be qualified under the provisions of Section 7.09 and
eligible under the provisions of Section 7.10, without the execution or filing of any paper or any further act on the part of any
of the parties hereto, anything herein to the contrary notwithstanding. In case any Securities shall have been authenticated, but
not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had
itself authenticated such Securities.


 




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Section 7.14         Preferential
Collection of Claims Against the Company.


 


The Trustee shall comply with Section 311(a)
of the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of the Trust Indenture Act. A Trustee
who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent included therein.


 


ARTICLE VIII

CONCERNING THE SECURITYHOLDERS


 


Section 8.01         Evidence
of Action by Securityholders.


 


Whenever in this Indenture it is provided
that the holders of a majority or specified percentage in aggregate principal amount of the Securities of a particular series may
take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any
other action), the fact that at the time of taking any such action the holders of such majority or specified percentage of that
series have joined therein may be evidenced by any instrument or any number of instruments of similar tenor executed by such holders
of Securities of that series in Person or by agent or proxy appointed in writing. If the Company shall solicit from the Securityholders
of any series any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option,
as evidenced by an Officers’ Certificate, fix in advance a record date for such series for the determination of Securityholders
entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall
have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver
or other action may be given before or after the record date, but only the Securityholders of record at the close of business on
the record date shall be deemed to be Securityholders for the purposes of determining whether Securityholders of the requisite
proportion of Outstanding Securities of that series have authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other action, and for that purpose the Outstanding Securities of that series shall be computed
as of the record date; provided, however, that no such authorization, agreement or consent by such Securityholders on the record
date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six
months after the record date.


 


Section 8.02         Proof
of Execution by Securityholders.


 


Subject to the provisions of Section 7.01,
proof of the execution of any instrument by a Securityholder (such proof will not require notarization) or his agent or proxy and
proof of the holding by any Person of any of the Securities shall be sufficient if made in the following manner:


 


(a)          The
fact and date of the execution by any such Person of any instrument may be proved in any reasonable manner acceptable to the Trustee.


 


(b)          The
ownership of Securities shall be proved by the Security Register of such Securities or by a certificate of the Security Registrar
thereof.


 




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(c)          The
Trustee may require such additional proof of any matter referred to in this Section as it shall deem necessary.


 


Section 8.03         Who
May be Deemed Owners.


 


Prior to the due presentment for registration
of transfer of any Security, the Company, the Trustee, any paying agent and any Security Registrar may deem and treat the Person
in whose name such Security shall be registered upon the books of the Company as the absolute owner of such Security (whether or
not such Security shall be overdue and notwithstanding any notice of ownership or writing thereon made by anyone other than the
Security Registrar) for the purpose of receiving payment of or on account of the principal of (and premium, if any) and (subject
to Section 2.03) interest on such Security and for all other purposes; and neither the Company nor the Trustee nor any paying agent
nor any Security Registrar shall be affected by any notice to the contrary.


 


Section 8.04         Certain
Securities Owned by Company Disregarded.


 


In determining whether the holders of the
requisite aggregate principal amount of Securities of a particular series have concurred in any direction, consent of waiver under
this Indenture, the Securities of that series that are owned by the Company or any other obligor on the Securities of that series
or by any Person directly or indirectly controlling or controlled by or under common control with the Company or any other obligor
on the Securities of that series shall be disregarded and deemed not to be Outstanding for the purpose of any such determination,
except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or
waiver, only Securities of such series that the Trustee actually knows are so owned shall be so disregarded. The Securities so
owned that have been pledged in good faith may be regarded as Outstanding for the purposes of this Section, if the pledgee shall
establish to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee
is not a Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company
or any such other obligor. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel
shall be full protection to the Trustee.


 


Section 8.05         Actions
Binding on Future Securityholders.


 


At any time prior to (but not after) the
evidencing to the Trustee, as provided in Section 8.01, of the taking of any action by the holders of the majority or percentage
in aggregate principal amount of the Securities of a particular series specified in this Indenture in connection with such action,
any holder of a Security of that series that is shown by the evidence to be included in the Securities the holders of which have
consented to such action may, by filing written notice with the Trustee, and upon proof of holding as provided in Section 8.02,
revoke such action so far as concerns such Security. Except as aforesaid any such action taken by the holder of any Security shall
be conclusive and binding upon such holder and upon all future holders and owners of such Security, and of any Security issued
in exchange therefor, on registration of transfer thereof or in place thereof, irrespective of whether or not any notation in regard
thereto is made upon such Security. Any action taken by the holders of the majority or percentage in aggregate principal amount
of the Securities of a particular series specified in this Indenture in connection with such action shall be conclusively binding
upon the Company, the Trustee and the holders of all the Securities of that series.


 




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ARTICLE IX

SUPPLEMENTAL INDENTURES


 


Section 9.01         Supplemental
Indentures Without the Consent of Securityholders.


 


In addition to any supplemental indenture
otherwise authorized by this Indenture, the Company and the Trustee may from time to time and at any time enter into an indenture
or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without
the consent of the Securityholders, for one or more of the following purposes:


 


(1)          to cure any ambiguity, defect, or inconsistency herein or in the Securities of any series;


 


(2)          to
comply with Article X;


 


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


 


(4)          to
add to the covenants, restrictions, conditions or provisions relating to the Company for the benefit of the holders of all or any
series of Securities (and if such covenants, restrictions, conditions or provisions are to be for the benefit of less than all
series of Securities, stating that such covenants, restrictions, conditions or provisions are expressly being included solely for
the benefit of such series), to make the occurrence, or the occurrence and the continuance, of a default in any such additional
covenants, restrictions, conditions or provisions an Event of Default, or to surrender any right or power herein conferred upon
the Company;


 


(5)          to
add to, delete from, or revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue,
authentication, and delivery of Securities (prior to the issuance thereof), as herein set forth;


 


(6)          to
make any change that does not adversely affect the rights of any Securityholder in any material respect;


 


(7)          to
provide for the issuance of and establish the form and terms and conditions of the Securities of any series as provided in Section
2.01, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series
of Securities, or to add to the rights of the holders of any series of Securities;


 


(8)          to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 7.12; or


 




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(9)          to
comply with any requirements of the Commission or any successor in connection with the qualification of this Indenture under the
Trust Indenture Act.


 


The Trustee is hereby authorized to join
with the Company in the execution of any such supplemental indenture, and to make any further appropriate agreements and stipulations
that may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture that affects
the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


Any supplemental indenture authorized by
the provisions of this Section may be executed by the Company and the Trustee without the consent of the holders of any of the
Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.02.


 


Section 9.02         Supplemental
Indentures With Consent of Securityholders.


 


With the consent (evidenced as provided
in Section 8.01) of the holders of not less than a majority in aggregate principal amount of the Securities of each series affected
by such supplemental indenture or indentures at the time Outstanding, the Company, when authorized by a Board Resolution, and the
Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to
the provisions of the Trust Indenture Act as then in effect) for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner not covered
by Section 9.01 the rights of the holders of the Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the holders of each Security then Outstanding and affected thereby:


 


(1)         extend
the maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount
thereof, or reduce the rate of interest or extend the time of payment of interest thereon, or reduce any premium payable upon the
redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would
be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 6.01 or change the coin or currency
in which any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement
of any such payment on or after the maturity thereof (or, in the case of redemption, on or after the redemption date), or


 


(2)         reduce
the percentage in principal amount of the Outstanding Securities of any series, the consent of whose holders is required for any
such supplemental indenture, or the consent of whose holders is required for any waiver of certain defaults hereunder and their
consequences provided for in this Indenture, or


 




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(3)         modify
any of the provisions of this Section or Section 6.06 relating to waivers of default, except to increase any such percentage or
to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each
Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any holder
with respect to changes in the references to “the Trustee” and concomitant changes in this Section, or the deletion
of this proviso, in accordance with the requirements of Sections 7.12 and 9.01(8), or


 


(4)         modify
the provisions of this Indenture with respect to the subordination of such Security in a manner adverse to the holder thereof.


 


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


 


Section 9.03         Effect
of Supplemental Indentures.


 


Upon the execution of any supplemental indenture
pursuant to the provisions of this Article or of Section 10.01, this Indenture shall, with respect to such series, be and be deemed
to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the holders of Securities of the series affected thereby shall thereafter
be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms
and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture
for any and all purposes.


 


Section 9.04         Securities
Affected by Supplemental Indentures.


 


Securities of any series, affected by a
supplemental indenture, authenticated and delivered after the execution of such supplemental indenture pursuant to the provisions
of this Article or of Section 10.01, may bear a notation in form approved by the Company, provided such form meets the requirements
of any exchange upon which such series may be listed, as to any matter provided for in such supplemental indenture. If the Company
shall so determine, new Securities of that series so modified as to conform, in the opinion of the Board of Directors of the Company,
to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Company, authenticated
by the Trustee and delivered in exchange for the Securities of that series then Outstanding.


 




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Section 9.05         Execution
of Supplemental Indentures.


 


Upon the request of the Company, accompanied
by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of
evidence of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in
the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties
or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to
enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, may receive an Officers’
Certificate or an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is
authorized or permitted by, and conforms to, the terms of this Article and that it is proper for the Trustee under the provisions
of this Article to join in the execution thereof; provided, however, that such Officers’ Certificate or Opinion of Counsel
need not be provided in connection with the execution of a supplemental indenture that establishes the terms of a series of Securities
pursuant to Section 2.01 hereof.


 


Promptly after the execution by the Company
and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first
class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders
of all series affected thereby as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail
such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.


 


ARTICLE X

SUCCESSOR ENTITY


 


Section 10.01         Company
May Consolidate, Etc.


 


Except as provided pursuant to Section 2.01
pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental
to this Indenture, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of
the Company with or into any other Person (whether or not affiliated with the Company) or successive consolidations or mergers
in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer
or other disposition of the property of the Company or its successor or successors as an entirety, or substantially as an entirety,
to any other Person (whether or not affiliated with the Company or its successor or successors) authorized to acquire and operate
the same; provided, however, the Company hereby covenants and agrees that, upon any such consolidation or merger (in each case,
if the Company is not the survivor of such transaction), sale, conveyance, transfer or other disposition, (a) the due and punctual
payment of the principal of (and premium, if any) and interest on all of the Securities of all series in accordance with the terms
of each series, according to their tenor and the due and punctual performance and observance of all the covenants and conditions
of this Indenture or established with respect to each series of Securities pursuant to Section 2.01 to be kept or performed by
the Company shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture
Act, as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such
consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property and (b)
in the event that the Securities of any series then Outstanding are convertible into or exchangeable for shares of common stock
or other securities of the Company, such entity shall, by such supplemental indenture, make provision so that the Securityholders
of Securities of that series shall thereafter be entitled to receive upon conversion or exchange of such Securities the number
of securities or property to which a holder of the number of shares of common stock or other securities of the Company deliverable
upon conversion or exchange of those Securities would have been entitled had such conversion or exchange occurred immediately prior
to such consolidation, merger, sale, conveyance, transfer or other disposition.


 




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Section 10.02         Successor
Entity Substituted.


 


(a)          In
case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor
entity by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the obligations
set forth under Section 10.01 on all of the Securities of all series Outstanding and the due and punctual performance of all of
the covenants and conditions of this Indenture or established with respect to each series of the Securities pursuant to Section
2.01 to be performed by the Company, such successor entity shall succeed to and be substituted for the Company with the same effect
as if it had been named as the Company herein, and thereupon the predecessor corporation shall be relieved of all obligations and
covenants under this Indenture and the Securities.


 


(b)          In
case of any such consolidation, merger, sale, conveyance, transfer or other disposition such changes in phraseology and form (but
not in substance) may be made in the Securities thereafter to be issued as may be appropriate.


 


(c)          Nothing
contained in this Article shall require any action by the Company in the case of a consolidation or merger of any Person into the
Company where the Company is the survivor of such transaction, or the acquisition by the Company, by purchase or otherwise, of
all or any part of the property of any other Person (whether or not affiliated with the Company).


 


Section 10.03         Evidence
of Consolidation, Etc. to Trustee.


 


The Trustee, subject to the provisions of
Section 7.01, may receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer
or other disposition, and any such assumption, comply with the provisions of this Article.


 


ARTICLE XI

SATISFACTION AND DISCHARGE; DEFEASANCE


 


Section 11.01         Satisfaction
and Discharge.


 


This Indenture will be discharged and will
cease to be of further effect with respect to a series of Securities (except as to any surviving rights of registration of transfer
or exchange of such series of Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such series, when:


 




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(1)          either
(A) all Securities of that series theretofore authenticated and delivered (other than (i) any Securities that shall have been destroyed,
lost or stolen and that shall have been replaced or paid as provided in Section 2.07 and (ii) Securities for whose payment money
or noncallable Governmental Obligations have theretofore been deposited in trust or segregated and held in trust by the Company
and thereafter repaid to the Company or discharged from such trust, as provided in Section 11.05) have been delivered to the Trustee
for cancellation; or (B) all Securities of such series not theretofore delivered to the Trustee for cancellation (i) have become
due and payable, or (ii) will by their terms become due and payable within one year or (iii) are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit or
cause to be deposited with the Trustee as trust funds in trust for the purpose (x) moneys in an amount, or (y) noncallable
Governmental Obligations the scheduled principal of and interest on which in accordance with their terms will provide, not later
than the due date of any payment, money in an amount, or (z) a combination thereof, sufficient, in the case of (y) or (z), in the
opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered
to the Trustee, to pay and discharge, at maturity or upon redemption, all Securities of that series not theretofore delivered to
the Trustee for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity
or date fixed for redemption, as the case may be;


 


(2)          the
Company has paid or caused to be paid all other sums payable hereunder with respect to such series by the Company; and


 


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


 


Notwithstanding the satisfaction and discharge
of this Indenture with respect to a series of Securities, the obligations of the Trustee under Section 7.07 and, if money shall
have been deposited with the Trustee pursuant to subclause (y) of clause (1) of this Section, the obligations of the Trustee under
Sections 11.03 and 11.05 shall survive.


 


Section 11.02         Defeasance.


 


The Company may, at its option and at any
time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have its obligations
discharged with respect to a series of the Securities (“Legal Defeasance”). Such Legal Defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness represented by such series of Securities, except for (a) the
rights of holders to receive payments in respect of the principal of (and premium, if any) and interest on the Securities when
such payments are due solely from the trust fund described in this Section, (b) the Company’s obligations with respect
to such series of Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities,
mutilated, destroyed, lost or stolen Securities of such series and the maintenance of an office or agency for payments, (c) the
rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith and (d)
the Legal Defeasance provisions of this Indenture. In addition, the Company may, at its option and at any time, elect to have the
obligations of the Company released with respect to covenants provided with respect to such series of Securities under Section
2.01(15), 9.01(4) and 9.01(7) of this Indenture (“Covenant Defeasance”) and thereafter any omission to comply with
such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of
Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute
an Event of Default with respect to such series of Securities.


 




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In order to exercise either Legal Defeasance
or Covenant Defeasance:


 


(1)          the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of such series, (A) moneys in an amount,
or (B) noncallable Governmental Obligations the scheduled principal of and interest on which in accordance with their terms will
provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the case
of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge, at maturity or upon redemption, the principal of (and premium, if any)
and interest on such series of Securities on the stated date for payment thereof or on the applicable redemption date, as the case
may be;


 


(2)          in
the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that (A) the Company
has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture,
there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion
of Counsel shall confirm that, the holders of such series of Securities will not recognize income, gain or loss for federal income
tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Legal Defeasance had not occurred;


 


(3)          in
the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the holders
of such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant
Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have
been the case if such Covenant Defeasance had not occurred;


 


(4)          no
Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of
such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) are concerned, at any time in the period
ending on the 91st day after the date of deposit;


 


(5)          the
Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with;
and


 




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(6)          if
such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous
payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to
the Trustee shall have been made.


 


Section 11.03         Deposited
Moneys to be Held in Trust.


 


All moneys or Governmental Obligations deposited
with the Trustee pursuant to Sections 11.01 or 11.02 shall be held in trust and shall be available for payment as due, either
directly or through any paying agent (including the Company acting as its own paying agent), to the holders of the particular series
of Securities for the payment or redemption of which such moneys or Governmental Obligations have been deposited with the Trustee.
Funds held pursuant to this Section with respect to any series of Securities shall not be subject to the claims of the holders
of Senior Indebtedness with respect to such series, provided, that at the time of the deposit of such funds with the Trustee under
this Article, no event had occurred that would, under the subordination provisions related to such series, require that any payment
to be made to the holders of such Securities be paid or paid over to the holders of such Senior Indebtedness.


 


Section 11.04         Payment
of Moneys Held by Paying Agents.


 


In connection with the satisfaction and
discharge of this Indenture all moneys or Governmental Obligations then held by any paying agent under the provisions of this Indenture
shall, upon demand of the Company, be paid to the Trustee and thereupon such paying agent shall be released from all further liability
with respect to such moneys or Governmental Obligations.


 


Section 11.05         Repayment
to Company.


 


Any moneys or Governmental Obligations deposited
with any paying agent or the Trustee, or then held by the Company, in trust for payment of principal of (or premium, if any) or
interest on the Securities of a particular series that are not applied but remain unclaimed by the holders of such Securities for
at least two years after the date upon which the principal of (and premium, if any) or interest on such Securities shall have respectively
become due and payable, or such other shorter period set forth in applicable escheat or abandoned property law, shall be repaid
to the Company on May 31 of each year or (if then held by the Company) shall be discharged from such trust; and thereupon the paying
agent and the Trustee shall be released from all further liability with respect to such moneys or Governmental Obligations, and
the holder of any of the Securities entitled to receive such payment shall thereafter, as an unsecured general creditor, look only
to the Company for the payment thereof as an unsecured general creditor, unless an abandoned property law designates another Person.


 


Section 11.06         Reinstatement.


 


If the Trustee (or other qualifying trustee
or any paying agent appointed as provided herein) is unable to apply any moneys or Government Obligations in accordance with this
Article 11 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Securities of such
series shall be revived and reinstated as though no such deposit had occurred, until such time as the Trustee (or other qualifying
trustee or paying agent) is permitted to apply all such moneys and Government Obligations in accordance with this Article 11; provided,
however , that if the Company makes any payment of the principal of or premium, if any, or interest if any, on the Securities of
such series following the reinstatement of its obligations as aforesaid, the Company shall be subrogated to the rights of the Securityholders
to receive such payment from the funds held by the Trustee (or other qualifying trustee or paying agent).


 




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ARTICLE XII

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS


 


Section 12.01         No
Recourse.


 


No recourse under or upon any obligation,
covenant or agreement of this Indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof, shall
be had against any incorporator, stockholder, officer or director, past, present or future as such, of the Company or of any predecessor
or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether by virtue
of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely corporate obligations, and that no such personal
liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers or directors as such,
of the Company or of any predecessor or successor corporation, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities
or implied therefrom; and that any and all such personal liability of every name and nature, either at common law or in equity
or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer
or director as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants
or agreements contained in this Indenture or in any of the Securities or implied therefrom, are hereby expressly waived and released
as a condition of, and as a consideration for, the execution of this Indenture and the issuance of such Securities.


 


ARTICLE XIII

MISCELLANEOUS PROVISIONS


 


Section 13.01         Effect
on Successors and Assigns.


 


All the covenants, stipulations, promises
and agreements in this Indenture contained by or on behalf of the Company shall bind its successors and assigns, whether so expressed
or not.


 


Section 13.02         Actions
by Successor.


 


Any act or proceeding by any provision of
this Indenture authorized or required to be done or performed by any board, committee or officer of the Company shall and may be
done and performed with like force and effect by the corresponding board, committee or officer of any corporation that shall at
the time be the lawful successor of the Company.


 




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Section 13.03         Surrender
of Company Powers.


 


The Company by instrument in writing executed
by authority of its Board of Directors and delivered to the Trustee may surrender any of the powers reserved to the Company, and
thereupon such power so surrendered shall terminate both as to the Company and as to any successor corporation.


 


Section 13.04         Notices.


 


Except as otherwise expressly provided herein
any notice or demand that by any provision of this Indenture is required or permitted to be given or served by the Trustee or by
the holders of Securities to or on the Company may be given or served by being deposited first class postage prepaid in a post-office
letterbox addressed (until another address is filed in writing by the Company with the Trustee), as follows: RCS Capital Corporation,
405 Park Avenue, New York, New York 10022, Attn: Secretary. Any notice, election, request or demand by the Company or any Securityholder
to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at
the Corporate Trust Office of the Trustee.


 


Section 13.05         Governing
Law.


 


This Indenture and each Security shall be
deemed to be a contract made under the internal laws of the State of New York (without regard to the conflicts of law principles
of such State), and for all purposes shall be construed in accordance with the laws of said State.


 


Section 13.06         Treatment
of Securities as Debt.


 


It is intended that the Securities will
be treated as indebtedness and not as equity for federal income tax purposes. The provisions of this Indenture shall be interpreted
to further this intention.


 


Section 13.07         Compliance
Certificates and Opinions.


 


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


 


(b)          Each
certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition
or covenant in this Indenture shall include


 


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


 




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(2)          a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


(3)          a
statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(4)          a
statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.


 


Section 13.08         Payments
on Business Days.


 


Except as provided pursuant to Section 2.01
pursuant to a Board Resolution, and as set forth in an Officers’ Certificate, or established in one or more indentures supplemental
to this Indenture, in any case where the date of maturity of interest or principal of any Security or the date of redemption of
any Security shall not be a Business Day, then payment of interest or principal (and premium, if any) may be made on the next succeeding
Business Day with the same force and effect as if made on the nominal date of maturity or redemption, and no interest shall accrue
for the period after such nominal date.


 


Section 13.09         Conflict
with Trust Indenture Act.


 


If and to the extent that any provision
of this Indenture limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture
Act, such imposed duties shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture
Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to
be excluded, as the case may be.


 


Section 13.10         Counterparts.


 


This Indenture may be executed in any number
of counterparts (including by facsimile transmission), each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument.


 


Section 13.11         Separability.


 


In case any one or more of the provisions
contained in this Indenture or in the Securities of any series shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Indenture or of such
Securities, but this Indenture and such Securities shall be construed as if such invalid or illegal or unenforceable provision
had never been contained herein or therein.


 




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ARTICLE XIV

SUBORDINATION OF SECURITIES


 


Section 14.01         Securities
Subordinate to Senior Indebtedness.


 


The Company covenants and agrees that the
indebtedness evidenced by each series of Securities is subordinate and junior in right of payment to all Senior Indebtedness to
the extent provided in this Article XIV or as further provided in an indenture supplemental hereto or a Board Resolution with respect
to a series of Securities adopted pursuant to Section 2.01 hereof, and each holder of Securities of each series, by his acceptance
thereof, likewise covenants and agrees to such subordination and shall be bound by the provisions thereof. Senior Indebtedness
shall continue to be Senior Indebtedness and entitled to the benefits of these subordination provisions irrespective of any amendment,
modification or waiver of any term of the Senior Indebtedness or extension or renewal of the Senior Indebtedness.


 


In the event that the Company shall default
in the payment of any principal of (or premium, if any) or interest on any Senior Indebtedness when the same becomes due and payable,
whether at maturity or at a date fixed for prepayment or by declaration or otherwise, then, upon written notice of such default
to the Company by the holders of Senior Indebtedness or any trustee or representative thereof, unless and until such default shall
have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off
or otherwise) shall be made or agreed to be made on account of the principal of or interest on any of the Securities, or in respect
of any redemption, retirement, purchase or other acquisition of any of the Securities.


 


In the event of


 


(a)          any
insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating
to the Company, its creditors or its property,


 


(b)          any
proceeding for the liquidation, dissolution or other winding up of the Company, voluntary or involuntary, whether or not involving
insolvency or bankruptcy proceedings,


 


(c)          any
assignment by the Company for the benefit of creditors, or


 


(d)          any
other marshalling of the assets of the Company, all Senior Indebtedness shall first be paid in full before any payment or distribution,
whether in cash, securities or other property, shall be made to any holder of any of the Securities on account thereof. Any payment
or distribution, whether in cash, securities or other property (other than securities of the Company or any other corporation provided
for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in the subordination
provisions applicable to a series of the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any
securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for the
applicable subordination provisions) be payable or deliverable in respect of the Securities of any series shall be paid or delivered
directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior
Indebtedness shall have been paid in full.


 




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In the event that, notwithstanding the foregoing,
any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities
of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate,
at least to the extent provided in the subordination provisions applicable to a series of the Securities, to the payment of all
Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization
or readjustment), shall be received by the Trustee or any holder in contravention of any of the terms hereof, such payment or distribution
or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders
of the Senior Indebtedness at the time outstanding in accordance with the priorities then existing among such holders for application
to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full.
In the event of the failure of the Trustee or any holder to endorse or assign any such payment, distribution or security, each
holder of Senior Indebtedness is hereby irrevocably authorized to endorse or assign the same.


 


No present or future holder of any Senior
Indebtedness shall be prejudiced in the right to enforce subordination of the indebtedness evidenced by the Securities by any act
or failure to act on the part of the Company. Nothing contained herein shall impair, as between the Company and the holders of
Securities of each series, the obligation of the Company to pay to such holders the principal of (and premium, if any) and interest
on such Securities or prevent the Trustee or the holder from exercising all rights, powers and remedies otherwise permitted by
applicable law or hereunder upon an Event of Default hereunder, all subject to the rights of the holders of the Senior Indebtedness
to receive cash, securities or other property otherwise payable or deliverable to the holders.


 


Senior Indebtedness shall not be deemed
to have been paid in full unless the holders thereof shall have received cash, securities or other property equal to the amount
of such Senior Indebtedness then outstanding. Upon the payment in full of all Senior Indebtedness, the holders of Securities of
each series shall be subrogated to all rights of any holders of Senior Indebtedness to receive any further payments or distributions
applicable to the Senior Indebtedness until the indebtedness evidenced by the Securities of such series shall have been paid in
full, and such payments or distributions received by such holders, by reason of such subrogation, of cash, securities or other
property which otherwise would be paid or distributed to the holders of Senior Indebtedness, shall, as between the Company and
its creditors other than the holders of Senior Indebtedness, on the one hand, and such holders, on the other hand, be deemed to
be a payment by the Company on account of Senior Indebtedness, and not on account of the Securities of such series.


 


The Trustee and holders will take such action
(including, without limitation, the delivery of this Indenture, an indenture supplemental hereto or Board Resolution containing
subordination provisions applicable to a series of the Securities to an agent for the holders of Senior Indebtedness or consent
to the filing of a financing statement with respect thereto) as may, in the opinion of counsel designated by the holders of a majority
in principal amount of the Senior Indebtedness at the time outstanding, be necessary or appropriate to assure the effectiveness
of the subordination of the Securities.


 




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Section 14.02         Trustee
and Holders May Rely on Certificate of Liquidating Agent; Trustee May Require Further Evidence as to Ownership of Senior Indebtedness.


 


Upon any payment or distribution of assets
of the Company referred to in this Article XIV or other subordination provisions applicable to a series of the Securities,
the Trustee and the holders shall be entitled to rely on an order or decree made by any court of competent jurisdiction in which
dissolution or winding up or liquidation or reorganization or arrangement pleadings are pending or upon a certificate of the trustee
in bankruptcy, receiver, assignee for the benefit of creditors or other Person making such payment or distribution, delivered to
the Trustee or to the holders, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders
of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this Article XIV or other subordination provisions applicable
to a series of the Securities. In the absence of any such bankruptcy trustee, receiver, assignee or other Person, the Trustee shall
be entitled to rely upon a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee
or representative on behalf of such holder) as evidence that such Person is a holder of Senior Indebtedness (or is such a trustee
or representative). In the event that the Trustee determines, in good faith, that further evidence is required with respect to
the right of any Person as a holder of Senior Indebtedness to participate in any payments or distributions pursuant to this Article
XIV or other subordination provisions applicable to a series of the Securities, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, as to the extent
to which such Person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights
of such Person, and if such evidence is not furnished, the Trustee may refuse to offer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment. The Trustee, however, shall not be deemed to owe any fiduciary
duty to the holders of Senior Indebtedness.


 


Section 14.03         Payment
Permitted if No Default.


 


Nothing contained in this Article XIV or
other subordination provisions applicable to a series of the Securities shall prevent (a) the Company, at any time except during
the pendency of any dissolution, winding up, liquidation or reorganization proceedings referred to in, or under the conditions
described in, Section 14.01 (or comparable conditions contained in other subordination provisions applicable to a series of the
Securities), from making payments at any time of the principal of or interest on the Securities or (b) the application by the Trustee
or any paying agent of any monies deposited with it hereunder to payments of the principal of or interest on a series of the Securities
if, at the time of such deposit, the Trustee or such paying agent, as the case may be, did not have the written notice provided
for in Section 14.04 (or in a comparable notice provision contained in other subordination provisions applicable to a series of
the Securities) of any event prohibiting the making of such deposit, or if, at the time of such deposit (whether or not in trust)
by the Company with the Trustee or any paying agent (other than the Company) such payment would not have been prohibited by the
provisions of the subordination provisions applicable to such series of Securities, and the Trustee or any paying agent shall not
be affected by any notice to the contrary received by it on or after such date.


 




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Section 14.04         Trustee
Not Charged with Knowledge of Prohibition.


 


Nothing contained in this Article XIV or
other subordination provisions applicable to a series of the Securities to the contrary notwithstanding, the Trustee shall not
at any time be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies hereunder
to or by the Trustee and shall be entitled conclusively to assume that no such facts exist and that no event specified in Section
14.01 (or comparable event contained in other subordination provisions applicable to a series of the Securities) has happened,
until the Trustee shall have received an Officers’ Certificate to that effect or notice in writing to that effect signed
by or on behalf of the holder or holders, or their representatives, of Senior Indebtedness who shall have been certified by the
Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or representatives
or from any trustee under any indenture pursuant to which such Senior Indebtedness shall be outstanding; provided that, if prior
to the third Business Day preceding the date upon which by the terms hereof any monies become payable hereunder (including, without
limitation, the payment of either the principal of or interest on any Security), or in the event of the execution of an instrument
pursuant to Sections 11.01 or 11.02, then if prior to the second Business Day preceding the date of such execution, the Trustee
or any paying agent shall not have received with respect to such monies the Officers’ Certificate or notice provided for
in this Section 14.04, then, anything herein contained to the contrary notwithstanding, the Trustee or such paying agent shall
have full power and authority to receive such monies and apply the same to the purpose for which they were received by it on or
after such date. The Company shall give prompt written notice to the Trustee and to the paying agent of any facts known to the
Company which would prohibit the payment of monies to or by the Trustee or any paying agent.


 


Section 14.05         Trustee
to Effectuate Subordination.


 


Each holder of Securities by his acceptance
thereof authorizes and directs the Trustee in his behalf to take such action as may be necessary or appropriate to effectuate the
subordination as between such holder and holders of Senior Indebtedness, as provided in this Article (or other subordination provisions
applicable to a series of the Securities), and appoints the Trustee its attorney-in-fact for and all such purposes.


 


Section 14.06         Rights
of Trustee as Holder of Senior Indebtedness.


 


The Trustee shall be entitled to all the
rights set forth in this Article (or other subordination provisions applicable to a series of the Securities) with respect to any
Senior Indebtedness which may at the time be held by it, to the same extent as any other holder of Senior Indebtedness, provided
that nothing in this Indenture shall deprive the Trustee of any of the rights as such holder and provided further that nothing
in this Article or other subordination provisions applicable to a series of the Securities shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 7.07.


 




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Section 14.07         Provisions
Applicable to Paying Agents.


 


In case at any time any paying agent other
than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used
in this Article (or other subordination provisions applicable to a series of the Securities) shall in such case (unless the context
shall otherwise require) be construed as extending to and including such paying agent within its meaning as fully for all intents
and purposes as if the paying agent were named in this Article or other applicable subordination provisions in addition to or in
place of the Trustee; provided, however, that Section 14.04 shall not apply to the Company or any Affiliate of the Company if the
Company or such Affiliate acts as paying agent.


 




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


 


	 	RCS CAPITAL CORPORATION
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 
	 	[     ], as Trustee
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 



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