Exhibit 4.23


 


GLOBAL NET LEASE, INC. 


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	9
	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



 






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



 






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	ARTICLE X	SUCCESSOR ENTITY	43
	Section 10.01	Company May Consolidate, Etc	43
	Section 10.02	Successor Entity Substituted	44
	Section 10.03	Evidence of Consolidation, Etc. to Trustee	45
	ARTICLE XI	SATISFACTION AND DISCHARGE; DEFEASANCE	45
	Section 11.01	Satisfaction and Discharge	45
	Section 11.02	Defeasance	46
	Section 11.03	Deposited Moneys to be Held in Trust	47
	Section 11.04	Payment of Moneys Held by Paying Agents	47
	Section 11.05	Repayment to Company	47
	Section 11.06	Reinstatement	47
	ARTICLE XII	IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	48
	Section 12.01	No Recourse	48
	ARTICLE XIII	MISCELLANEOUS PROVISIONS	48
	Section 13.01	Effect on Successors and Assigns	48
	Section 13.02	Actions by Successor	48
	Section 13.03	Surrender of Company Powers	49
	Section 13.04	Notices	49
	Section 13.05	Governing Law	49
	Section 13.06	Treatment of Securities as Debt	49
	Section 13.07	Compliance Certificates and Opinions	49
	Section 13.08	Payments on Business Days	50
	Section 13.09	Conflict with Trust Indenture Act	50
	Section 13.10	Counterparts	50
	Section 13.11	Separability	50
	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	53


 


		(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 Global Net Lease, Inc.,
a Maryland 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 Global Net Lease, Inc., a corporation
duly organized and existing under the laws of the State of Maryland, 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 date hereof is located at ________________________   ,
Attention: Corporate Trust Administration, 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 Securities and Exchange Act of
1934, as amended (the “Exchange Act”), 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;



 





		(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;


 






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		(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;
and



 


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



 


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.


 


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, at the office or agency of the Company maintained for that purpose in the Borough
of Manhattan, the City and State of New York; 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:


 






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(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.


 


(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.


 






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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 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, upon
presentation and surrender of such Securities, 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



 


		(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.



 






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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;



 


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


 






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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.




 


(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.


 






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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.



 






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(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



 


		(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.



 






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(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; and



 


		(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:


 


		(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;



 






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		(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;


 


(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);


 






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(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 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 (and its officers, agents, directors
and employees) for, and to hold it 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, 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. 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.


 


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




 






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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.


 


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.


 






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 (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.



 


(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.


 






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(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



 


		(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.



 






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(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.


 


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.


 






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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.



 


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



 






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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


 


(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.


 






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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.


 


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.


 






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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).


 






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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:


 


		(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.


 






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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. 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;



 






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		(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



 


		(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: [                           ].
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, 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;



 


		(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.



 






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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, 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.


 


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.


 






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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.


 


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.


 






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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.


 


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.


 


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.


 


	 	GLOBAL NET LEASE, INC.
	 	 
	 	By: 	 
	 	 	Name: 
	 	 	Title: 
	 	 
	 	[ ], as Trustee
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:




 






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