Exhibit 4.6


 


FORM OF INDENTURE


 


Great
Ajax Corp.


 


	 
	INDENTURE
	 
	Dated as of _______, 20[ __ ]
	 
	 
	[_______________]
	 
	Trustee
	 


 






    


     


    

 


CROSS-REFERENCE TABLE*


 


	Trust Indenture

Act Section	Indenture Section
	310(a)(1)	7.1
	(a)(2)	7.1
	(a)(3)	N.A.
	(a)(4)	N.A.
	(a)(5)	7.1
	(b)	7.1
	(c)	N.A.
	311(a)	7.11
	(b)	7.11
	(c)	N.A.
	312(a)	2.06
	(b)	12.03
	(c)	12.03
	313(a)	7.06
	(b)(2)	7.06; 7.07
	(c)	7.06; 12.02
	(d)	7.06
	314(a)	4.03;12.02; 12.05
	(c)(1)	12.04
	(c)(2)	12.04
	(c)(3)	N.A.
	(e)	12.05
	(f)	N.A.
	315(a)	7.01
	(b)	7.05,12.02
	(c)	7.01
	(d)	7.01
	(e)	6.11
	316(a) (last sentence)	2.09
	(a)(1)(A)	6.05
	(a)(1)(B)	6.04
	(a)(2)	N.A.
	(b)	6.07
	(c)	2.13
	317(a)(1)	6.08
	(a)(2)	6.09
	(b)	2.05
	318(a)	12.01
	(b)	N.A.
	(c)	12.01


 


N.A.            means
not applicable.


 


* This Cross Reference Table is not part of the Indenture.


 






    


     


    

 


Table
of Contents


 


Page


 



	ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE	1
	 	Section 1.01	Definitions	1
	 	Section 1.02	Other Definitions	4
	 	Section 1.03	Incorporation by Reference of Trust Indenture Act	5
	 	Section 1.04	Rules of Construction	5
	ARTICLE 2 THE SECURITIES	5
	 	Section 2.01	Issuable in Series	5
	 	Section 2.02	Establishment of Terms of Series of Securities	6
	 	Section 2.03	Execution and Authentication	8
	 	Section 2.04	Registrar and Paying Agent	9
	 	Section 2.05	Paying Agent to Hold Money in Trust	9
	 	Section 2.06	Holder Lists	9
	 	Section 2.07	Transfer and Exchange	9
	 	Section 2.08	Replacement Securities	9
	 	Section 2.09	Outstanding Securities	9
	 	Section 2.10	Treasury Securities	10
	 	Section 2.11	Temporary Securities	10
	 	Section 2.12	Cancellation	10
	 	Section 2.13	Defaulted Interest	10
	 	Section 2.14	Global Securities	11
	 	Section 2.15	CUSIP Numbers	11
	ARTICLE 3 REDEMPTION AND PREPAYMENT	12
	 	Section 3.01	Notices to Trustee	12
	 	Section 3.02	Selection of Securities to Be Redeemed or Purchased	12
	 	Section 3.03	Notice of Redemption	12
	 	Section 3.04	Effect of Notice of Redemption	13
	 	Section 3.05	Deposit of Redemption or Purchase Price	13
	 	Section 3.06	Securities Redeemed or Purchased in Part	13
	ARTICLE 4 COVENANTS	14
	 	Section 4.01	Payment of Securities	14
	 	Section 4.02	Maintenance of Office or Agency	14
	 	Section 4.03	Reports	14
	 	Section 4.04	Compliance Certificate	15
	 	Section 4.05	Taxes	15
	 	Section 4.06	Stay, Extension and Usury Laws	15
	 	Section 4.07	Corporate Existence	15



 






    i


     


    

 


Table
of Contents


(continued)


 


Page



 


	ARTICLE 5 SUCCESSORS	16
	 	Section 5.01	Merger, Consolidation, or Sale of Assets	16
	 	Section 5.02	Successor Person Substituted	16
	ARTICLE 6 DEFAULTS AND REMEDIES	16
	 	Section 6.01	Events of Default	16
	 	Section 6.02	Acceleration	17
	 	Section 6.03	Other Remedies	18
	 	Section 6.04	Waiver of Past Defaults	18
	 	Section 6.05	Control by Majority	18
	 	Section 6.06	Limitation on Suits	18
	 	Section 6.07	Rights of Holders of Securities to Receive Payment	18
	 	Section 6.08	Collection Suit by Trustee	19
	 	Section 6.09	Trustee May File Proofs of Claim	19
	 	Section 6.10	Priorities	19
	 	Section 6.11	Undertaking for Costs	19
	ARTICLE 7 TRUSTEE	20
	 	Section 7.01	Duties of Trustee	20
	 	Section 7.02	Rights of Trustee	20
	 	Section 7.03	Individual Rights of Trustee	21
	 	Section 7.04	Trustee’s Disclaimer	21
	 	Section 7.05	Notice of Defaults	21
	 	Section 7.06	Reports by Trustee to Holders of the Securities	21
	 	Section 7.07	Compensation and Indemnity	22
	 	Section 7.08	Replacement of Trustee	22
	 	Section 7.09	Successor Trustee by Merger, etc.	23
	 	Section 7.10	Eligibility; Disqualification	23
	 	Section 7.11	Preferential Collection of Claims Against Company	23
	ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE	23
	 	Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	23
	 	Section 8.02	Legal Defeasance and Discharge	23
	 	Section 8.03	Covenant Defeasance	24
	 	Section 8.04	Conditions to Legal or Covenant Defeasance	24
	 	Section 8.05	Deposited Money and Government Securities to be Held in Trust; Other
    Miscellaneous Provisions	25
	 	Section 8.06	Repayment to Company	25
	 	Section 8.07	Reinstatement	26



 






    ii


     


    

 


Table
of Contents


(continued)


 


Page



 


	ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER	26
	 	Section 9.01	Without Consent of Holders of Securities	26
	 	Section 9.02	With Consent of Holders of Securities	27
	 	Section 9.03	Compliance with Trust Indenture Act	28
	 	Section 9.04	Revocation and Effect of Consents	28
	 	Section 9.05	Notation on or Exchange of Securities	28
	 	Section 9.06	Trustee to Sign Amendments, etc.	28
	ARTICLE 10 SATISFACTION AND DISCHARGE	28
	 	Section 10.01	Satisfaction and Discharge	28
	 	Section 10.02	Application of Trust Money	29
	ARTICLE 11 MISCELLANEOUS 	30
	 	Section 11.01	Trust Indenture Act Controls	30
	 	Section 11.02	Notices	30
	 	Section 11.03	Communication by Holders of Securities with Other Holders of Securities	31
	 	Section 11.04	Certificate and Opinion as to Conditions Precedent	31
	 	Section 11.05	Statements Required in Certificate or Opinion	31
	 	Section 11.06	Rules by Trustee and Agents	31
	 	Section 11.07	No Personal Liability of Trustees, Officers, Employees and Stockholders	31
	 	Section 11.08	Governing Law	31
	 	Section 11.09	No Adverse Interpretation of Other Agreements	32
	 	Section 11.10	Successors	32
	 	Section 11.11	Severability	32
	 	Section 11.12	Counterpart Originals	32
	 	Section 11.13	Table of Contents, Headings, etc.	32



 






    iii


     


    

 


INDENTURE dated as of [_______],
20[__] among Great Ajax Corp., a Maryland real estate investment trust, and [_______], as trustee.


 


The Company and the Trustee agree as follows
for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the Securities issued
under this Indenture:


 


ARTICLE 1


 


DEFINITIONS
AND INCORPORATION BY REFERENCE


 


Section 1.01     Definitions.
“Additional Amounts” means any additional amounts which are required hereby or by any Security, under circumstances
specified herein or therein, to be paid by the Company in respect of certain taxes imposed on Holders specified therein and which
are owing to such Holders.


 


“Affiliate”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition, “control,” as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies
of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership
of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,”
“controlled by” and “under common control with” have correlative meanings.


 


“Agent”
means any Registrar, co-registrar, Paying Agent or additional paying agent.


 


“Authentication
Order” means a written order signed in the name of the Company by an Officer.


 


“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 thereof.


 


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


 


“Business
Day” means any day other than a Legal Holiday.


 


“Capital
Stock” means:


 


(1)            in
the case of a corporation, corporate stock;


 


(2)            in
the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;


 


(3)            in
the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and


 


(4)            any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions
of assets of, the issuing Person.


 


“Company”
means Great Ajax Corp., a Maryland real estate investment trust, and any and all successors thereto.


 


“Corporate
Trust Office of the Trustee” will be at the address of the Trustee specified in Section 11.02 hereof or such other
address as to which the Trustee may give notice to the Company.


 


“Default”
means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.


 


“Depositary”
means, with respect to the Securities issuable or issued in whole or in part in global form, the Person specified in Section 2.02
hereof as the Depositary with respect to the Securities, and any and all successors thereto appointed as depositary hereunder
and having become such pursuant to the applicable provision of this Indenture.


 






    1


     


    

 


“Discount
Security” means any Security that provides for an amount less than the stated principal amount thereof to be due and
payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“GAAP”
means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession
as amended and/or modified from time to time.


 


“Global Securities”
means a Security or Securities, as the case may be, in the form established pursuant to Section 2.02 evidencing all or part
of a Series of Securities, issued to the Depositary for such Series or its nominee, and registered in the name of such
Depositary or nominee.


 


“Government
Securities” means securities issued or directly and fully guaranteed or insured by the United States government or any
agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged
in support of those securities), and additionally, in respect of any Series of Securities denominated in other than United
States dollars, securities issued or directly and fully guaranteed or insured by the government in whose currencies such Series of
Securities are denominated (which in the case of the Euro shall be deemed to include any government whose functional currency
is the Euro).


 


“Guarantee”
means a guarantee other than by endorsement of negotiable instruments for collection or deposit in the ordinary course of business,
direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or
reimbursement agreements in respect thereof, of all or any part of any Indebtedness.


 


“Guarantors”
means any Person Guaranteeing any Obligation under the Securities.


 


“Hedging
Obligations” means, with respect to any specified Person, the obligations of such Person under:


 


(1)            interest
rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate
collar agreements;


 


(2)            other
agreements or arrangements designed to manage interest rates or interest rate risk; and


 


(3)            other
agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.


 


“Holder”
means a Person in whose name a Security is registered.


 


“Indebtedness”
means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:


 


(1)            in
respect of borrowed money;


 


(2)            evidenced
by bonds, notes, debentures or similar instruments or letters of credit or reimbursement agreements in respect thereof (other
than reimbursement obligations with respect to letters of credit securing obligations (other than obligations described in (1),
(2) (other than letters of credit), (3), (4), (5) or (6)) entered into in the ordinary course of business of such Person
to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later
than the third Business Day following receipt by such Person of a demand for reimbursement following payment on the letter of
credit);


 


(3)            in
respect of banker’s acceptances; or


 


(4)            representing
any Hedging Obligations,


 


if and to the extent any of the preceding
items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified
Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others
secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and,
to the extent not otherwise included, the Guarantee by the specified Person of any indebtedness of any other Person.


 






    2


     


    

 


The amount of any Indebtedness outstanding
as of any date will be:


 


(1)            the
accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;


 


(2)            the
principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the
case of any other Indebtedness; and


 


(3)            with
respect to Hedging Obligations, the amount of Indebtedness required to be recorded as a liability in accordance with GAAP.


 


“Indenture”
means this instrument as amended and supplemented from time to time by one or more indentures supplemental hereto entered into
pursuant to the applicable provisions hereof, and shall include the terms of particular Series of Securities established
as contemplated by Section 2.02; provided, however, that, if at any time more than one Person is acting as Trustee under
this instrument, “Indenture” shall mean, with respect to any one or more Series of Securities for which such
Person is Trustee, 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 pursuant to the applicable provisions hereof and shall include the terms of the
or those particular Series of Securities for which such Person is Trustee established as contemplated by Section 2.02,
exclusive, however, of any provisions or terms which relate solely to other Series of Securities for which such Person is
not Trustee, regardless of when such terms or provisions were adopted, and exclusive of any provisions or terms adopted by means
of one or more indentures supplemental hereto executed and delivered after such Person had become Trustee but to which such Person,
as such Trustee, was not a party.


 


“interest”
with respect to any Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.


 


“Legal Holiday”
means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized
by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may
be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for
the intervening period.


 


“Lien”
means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect
of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other
title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest
in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of
any jurisdiction.


 


“Maturity,”
when used with respect to any Security or installment of principal thereof, means the date on which the principal of such Security
or such installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration
of acceleration, call for redemption, notice of option to elect repayment or otherwise.


 


“Obligations”
means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.


 


“Officer”
means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Assistant Secretary
or any Vice-President of such Person.


 


“Officers’
Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be
the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company,
that meets the requirements of Sections 12.04 and 12.05 hereof.


 


“Opinion
of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements
of Sections 12.04 and 12.05 hereof. The counsel may be an employee of or counsel to the Company, any Subsidiary of the Company
or the Trustee.


 


“Person”
means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization,
limited liability company or government or other entity.


 






    3


     


    

 


“principal”
of a Security means the principal of the Security plus, when appropriate, the premium, if any, on, and any Additional Amounts
in respect of, the Security.


 


“Responsible
Officer,” when used with respect to the Trustee, means any officer within the Corporate Trust Office of the Trustee
(or any successor group of the Trustee) with direct responsibility for the administration of this Indenture and, with respect
to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity
with the particular subject.


 


“SEC”
means the Securities and Exchange Commission.


 


“Securities”
means the debentures, notes or other debt instruments of the Company of any Series authenticated and delivered under this
Indenture.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Series”
or “Series of Securities” means each series of debentures, notes or other debt instruments of the Company created
pursuant to Sections 2.01 and 2.02 hereof.


 


“Significant
Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1,
Rule 1–02 of Regulation S–X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the
date of this Indenture.


 


“Stated Maturity”
means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment
of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include
any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled
for the payment thereof.


 


“Subsidiary”
means, with respect to any specified Person:


 


(1)            any
corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees of the
corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or
one or more of the other Subsidiaries of that Person (or a combination thereof); and


 


(2)            any
partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such
Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination
thereof).


 


“TIA”
means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date on which this Indenture is
qualified under the TIA; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “TIA”
means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.


 


“Trustee”
means the Person named as the “trustee” in the first paragraph of this Indenture until a successor Trustee shall have
become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include
each Person who is then a Trustee hereunder; provided, however, that if at any time there is more than one such Person, “Trustee”
as used with respect to the Securities of or within any Series shall mean only the Trustee with respect to the Securities
of that Series.


 


“U.S. Legal
Tender” means such coin or currency of the United States of America as at the time of payment shall be legal tender
for the payment of public and private debts.


 


“Voting Stock”
of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the
board of directors of such Person.


 


Section 1.02     Other
Definitions


 


	Term	 	Defined in

    Section
	“Covenant Defeasance”	 	8.03
	“Event of Default”	 	6.01
	“Legal Defeasance”	 	8.02
	“Paying Agent”	 	2.04
	“Registrar”	 	2.04


 






    4


     


    

 


Section 1.03     Incorporation
by Reference of Trust Indenture Act


 


Whenever this Indenture refers to a provision
of the TIA, the provision is incorporated by reference in and made a part of this Indenture.


 


The following TIA terms used in this Indenture
have the following meanings:


 


“indenture securities”
means the Securities;


 


“indenture security Holder”
means a Holder of a Security;


 


“indenture to be qualified”
means this Indenture;


 


“indenture trustee”
or “institutional trustee” means the Trustee; and


 


“obligor” on the Securities
means the Company and any successor obligor upon the Securities.


 


All other terms used in this Indenture
that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings
so assigned to them.


 


Section 1.04     Rules of
Construction


 


Unless the context otherwise requires:


 


(1)            a
term has the meaning assigned to it;


 


(2)            an
accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;


 


(3)            “or”
is not exclusive;


 


(4)            words
in the singular include the plural, and in the plural include the singular;


 


(5)            “will”
shall be interpreted to express a command;


 


(6)            provisions
apply to successive events and transactions; and


 


(7)            references
to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor sections
or rules adopted by the SEC from time to time.


 


ARTICLE 2


 


THE
SECURITIES


 


Section 2.01     Issuable
in Series


 


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. All Securities of a Series shall be identical except as may be set forth in the Board Resolution, supplemental
indenture or Officers’ Certificate detailing the adoption of the terms thereof pursuant to the authority granted under a
Board Resolution. In the case of Securities of a Series to be issued from time to time, the Board Resolution, Officers’
Certificate or supplemental indenture may provide for the method by which specified terms (such as interest rate, maturity date,
record date or date from which interest shall accrue) are to be determined. All Series of Securities shall be entitled to
the benefits of the Indenture, provided that Securities may differ between Series in respect of any matters as provided by
the Board Resolution, supplemental indenture or Officers’ Certificate detailing the adoption of the terms thereof pursuant
to the authority granted under a Board Resolution.


 






    5


     


    





 


Section 2.02            Establishment
of Terms of Series of Securities


 


At or prior to the
issuance of any Securities within a Series, the following shall be established (as to the Series generally, in the case of
Subsection 2.02(a) and either as to such Securities within the Series or as to the Series generally in the case
of Subsections 2.02(b) through 2.02(v)) by a Board Resolution, a supplemental indenture or an Officers’ Certificate
pursuant to authority granted under a Board Resolution:


 


(a)             the
title of the Series (which shall distinguish the Securities of that particular Series from the Securities of any other
Series);


 


(b)             the
price or prices (expressed as a percentage of the principal amount thereof) at which the Securities of the Series will be
issued;


 


(c)             any
limit upon the aggregate principal amount of the Securities of the Series which 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 the Series pursuant to Section 2.07, 2.08, 2.11, 3.06 or 9.05);


 


(d)             the
date or dates or the method by which such date or dates will be determined on which the principal of the Securities of the Series is
payable;


 


(e)             the
rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to determine such rate or rates, at
which the Securities of the Series shall bear interest, if any, the date or dates from which such interest, if any, shall
accrue, the date or dates on which such interest, if any, shall commence and be payable and any regular record date for the interest
payable on any interest payment date and the basis upon which interest shall be calculated if other than that of a 360-day year
consisting of twelve 30-day months;


 


(f)              the
place or places where the principal of and interest, if any, on the Securities of the Series shall be payable, or the method
of such payment, if by wire transfer, mail or other means;


 


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


 


(h)             the
obligation, if any, of the Company to redeem or purchase the Securities of the Series pursuant to any sinking fund or analogous
provisions 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;


 


(i)              the
dates, if any, on which and the price or prices at which the Securities of the Series will be repurchased by the Company at
the option of the Holders thereof and other detailed terms and provisions of such repurchase obligations;


 


(j)              if
other than denominations of $1,000 and any integral multiple thereof, the denominations in which the Securities of the Series shall
be issuable;


 


(k)             the
forms of the Securities of the Series and whether the Securities will be issuable as Global Securities;


 


(l)              if
other than the principal amount thereof, the portion of the principal amount of the Securities of the Series that shall be
payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02;


 


(m)            if
other than United States dollars, the currency of denomination of the Securities of the Series;


 


(n)             if
other than United States dollars, the designation of the currency, currencies or currency units in which payment of the principal
of and interest, if any, on the Securities of the Series will be made;


 






    6


    


    

 


(o)             if
payments of principal of or interest, if any, on the Securities of the Series are to be made in one or more currencies or
currency units other than that or those in which such Securities are denominated, the manner in which the exchange rate with respect
to such payments will be determined;


 


(p)             the
manner in which the amounts of payment of principal of or interest, if any, on the Securities of the Series will be determined,
if such amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity
index, stock exchange index or financial index;


 


(q)             the
provisions, if any, relating to any security provided for the Securities of the Series;


 


(r)              the
provisions, if any, relating to any guarantees of the Securities of the Series;


 


(s)             any
addition to or change in the Events of Default which applies to any Securities of the Series and any change in the right of
the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 6.02;


 


(t)              any
addition to or change in the covenants set forth in Articles IV or V which applies to Securities of the Series;


 


(u)             any
other terms of the Securities of the Series (which terms shall not be inconsistent with the provisions of this Indenture,
except as permitted by Section 9.01, but which may modify or delete any provision of this Indenture insofar as it applies
to such Series);


 


(v)             any
trustees, depositories, interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities
of such Series if other than those appointed herein;


 


(w)            the
date as of which any temporary Global Security representing Outstanding Securities of or within the Series shall be dated
if other than the date of original issuance of the first Security of the Series to be issued;


 


(x)             the
applicability, if any, of Sections 8.02 and/or 8.03 to the Securities of or within the Series and any provisions in modification
of, in addition to or in lieu of any of the provisions of Article VIII;


 


(y)             if
the Securities of such Series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary
Security of such Series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then
the form and/or terms of such certificates, documents or conditions;


 


(z)              if
the Securities of or within the Series are to be issued upon the exercise of debt warrants, the time, manner and place for
such Securities to be authenticated and delivered;


 


(aa)           whether
and under what circumstances the Company will pay Additional Amounts on the Securities of or within the Series to any Holder
who is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment
or governmental charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional
Amounts (and the terms of any such option);


 


(bb)           the
obligation, if any, of the Company to permit the Securities of such Series to be converted into or exchanged for common stock
of the Company or other Securities or property of the Company and the terms and conditions upon which such conversion or exchange
shall be effected (including, without limitation, the initial conversion or exchange price or rate, the conversion or exchange
period, any adjustment of the applicable conversion or exchange price or rate and any requirements relative to the reservation
of such shares for purposes of conversion or exchange); and


 


(cc)           if
convertible or exchangeable, any applicable limitations on the ownership or transferability of the Securities or property into
which such Securities are convertible or exchangeable.


 


All Securities of any
one Series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture,
if so provided by or pursuant to the Board Resolution, supplemental indenture or Officers’ Certificate referred to above,
and the authorized principal amount of any Series may not be increased to provide for issuances of additional Securities of
such Series, unless otherwise provided in such Board Resolution, supplemental indenture or Officers’ Certificate.


 






    7


    


    

 


Section 2.03            Execution
and Authentication


 


An Officer must sign
the Securities for the Company by manual or facsimile signature.


 


If an Officer whose
signature is on a Security no longer holds that office at the time a Security is authenticated, the Security will nevertheless
be valid.


 


A Security will not
be valid until authenticated by the manual signature of the Trustee. The signature will be conclusive evidence that the Security
has been authenticated under this Indenture.


 


The Trustee shall at
any time, and from time to time, authenticate Securities of a Series for original issue in the principal amount provided in
the Board Resolution, supplemental indenture hereto or Officers’ Certificate described in Section 2.02 with respect
to such Series upon receipt by the Trustee of an Authentication Order. Such Authentication Order may authorize authentication
and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions
shall be promptly confirmed in writing. Each Security shall be dated the date of its authentication unless otherwise provided by
the Board Resolution, supplemental indenture hereto or Officers’ Certificate described in Section 2.02 with respect
to such Series.


 


The aggregate principal
amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for
such Series set forth in the Board Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant
to Section 2.02, except as provided in Section 2.08.


 


Prior to the issuance
of Securities of any Series, the Trustee shall have received and (subject to Section 7.02) shall be fully protected in relying
on: (a) the Board Resolution, supplemental indenture hereto or Officers’ Certificate establishing the form of the Securities
of that Series or of Securities within that Series and the terms of the Securities of that Series or of Securities
within that Series, (b) an Officers’ Certificate complying with Section 11.04 and stating that all conditions precedent
provided for in this Indenture relating to the authentication and delivery of Securities of such Series have been complied
with, and (c) an Opinion of Counsel complying with Section 11.04 and stating that all conditions precedent provided for
in this Indenture relating to the authentication and delivery of Securities of such Series have been complied with.


 


The Trustee shall have
the right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken; or (b) if the Trustee in good faith by its board of directors or trustees,
executive committee or a trust committee of directors and/or vice-presidents shall determine that such action would expose the
Trustee to personal liability to Holders of any then outstanding Series of Securities.


 


The Trustee may appoint
an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such
agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.


 


Section 2.04            Registrar
and Paying Agent. The Company will maintain with respect to each Series of Securities at the place or places specified
with respect to such Series pursuant to Section 2.02 an office or agency where Securities of such Series may be
presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Securities
of such Series may be presented for payment (“Paying Agent”). The Registrar will keep a register of the
Securities of such Series and of their transfer and exchange. The Company may appoint one or more co-registrars and one or
more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent”
includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company
will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to
appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries
may act as Paying Agent or Registrar.


 


If at any time the
Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee
with the name and address thereof, such presentations, surrenders, 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, surrenders,
notices and demands.


 






    8


    


    

 


The Company hereby
appoints the Trustee as the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying
Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.


 


Section 2.05            Paying
Agent to Hold Money in Trust


 


The Company will require
each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent will hold in trust for the benefit of Holders
of any Series of Securities for which it is acting as Paying Agent, or the Trustee, all money held by the Paying Agent for
the payment of principal, premium, if any, or interest on such Series of Securities, and will notify the Trustee of any default
by the Company in making any such payment. While any such default continues, the Trustee may require the Paying Agent to pay all
money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee.
Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) will have no further liability for
the money. If the Company or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit
of the Holders of any Series of Securities for which it acts as Paying Agent all money held by it as Paying Agent for such
Series. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee will serve as Paying Agent for each
Series of Securities.


 


Section 2.06            Holder
Lists


 


The Trustee will preserve
in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders
of each Series of Securities and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company
will furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee
may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses
of the Holders of each Series of Securities and the Company shall otherwise comply with TIA § 312(a).


 


Section 2.07            Transfer
and Exchange. Where Securities of a Series are presented to the Registrar or a co-registrar with a request to register
a transfer or to exchange them for an equal principal amount of Securities of the same Series, the Registrar shall register the
transfer or make the exchange if its requirements for such transactions are met. To permit registrations of transfers and exchanges,
the Trustee shall authenticate Securities at the Registrar’s request. No service charge shall be made for any registration
of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient
to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or
similar governmental charge payable upon exchanges pursuant to Sections 2.11, 3.06 or 9.05).


 


Neither the Company
nor the Registrar shall be required (a) to issue, register the transfer of, or exchange Securities of any Series for
the period beginning at the opening of business fifteen days immediately preceding the mailing of a notice of redemption of Securities
of that Series selected for redemption and ending at the close of business on the day of such mailing, or (b) to register
the transfer of or exchange Securities of any Series selected, called or being called for redemption as a whole or the portion
being redeemed of any such Securities selected, called or being called for redemption in part.


 


Section 2.08            Replacement
Securities


 


If any mutilated Security
is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Security, the Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement
Security of the same Series if the Trustee’s requirements are met. If required by the Trustee or the Company, an affidavit
of loss and indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to
protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Security
is replaced. The Company may charge for its expenses in replacing a Security.


 


Every replacement Security
is an additional obligation of the Company and will be entitled to all of the benefits of this Indenture equally and proportionately
with all other Securities of the same Series duly issued hereunder.


 


Section 2.09            Outstanding
Securities


 


The Securities outstanding
at any time are all the Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Security effected by the Trustee in accordance with the provisions hereof, and those
described in this Section 2.09 as not outstanding. Except as set forth in Section 2.10 hereof, a Security does not cease
to be outstanding because the Company or an Affiliate of the Company holds the Security.


 






    9


    


    

 


If a Security is replaced
pursuant to Section 2.08 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a protected purchaser.


 


If the principal amount
of any Security is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.


 


If the Paying Agent
(other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient
to pay Securities payable on that date, then on and after that date such Securities will be deemed to be no longer outstanding
and will cease to accrue interest.


 


In determining whether
the Holders of the requisite principal amount of outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding for such
purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a
declaration of acceleration of the maturity thereof pursuant to Section 6.02.


 


Section 2.10            Treasury
Securities


 


In determining whether
the Holders of the required principal amount of Securities of a Series have concurred in any direction, waiver or consent,
Securities of such Series owned by the Company, or by any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company, will be considered as though not outstanding, except that for the purposes
of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Securities of such
Series that the Trustee knows are so owned will be so disregarded.


 


Section 2.11            Temporary
Securities


 


Until certificates
representing Securities are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order,
will authenticate temporary Securities. Temporary Securities will be substantially in the form of certificated Securities but may
have variations that the Company considers appropriate for temporary Securities and as may be reasonably acceptable to the Trustee.
Without unreasonable delay, the Company will prepare and the Trustee will authenticate definitive Securities of the same Series and
date of maturity in exchange for temporary Securities. After preparation of such definitive Securities, the temporary Securities
will be exchangeable for such definitive Securities upon surrender of the temporary Securities.


 


Holders of temporary
Securities will be entitled to all of the benefits of this Indenture.


 


Section 2.12            Cancellation


 


The Company at any
time may deliver Securities to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else will cancel all Securities surrendered
for registration of transfer, exchange, payment, replacement or cancellation and will destroy canceled Securities (subject to the
record retention requirements of the Exchange Act). Certification of the destruction of all canceled Securities will be delivered
to the Company. The Company may not issue new Securities to replace Securities that it has paid or that have been delivered to
the Trustee for cancellation.


 


Section 2.13            Defaulted
Interest


 


If the Company defaults
in a payment of interest on the Securities of a Series, it will pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are Holders of the Securities of such Series on a subsequent
special record date, in each case at the rate provided in such Series of Securities and in Section 4.01 hereof. The Company
will notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Security of such Series and
the date of the proposed payment. The Company will fix or cause to be fixed each such special record date and payment date, provided
that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. At least
15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at
the expense of the Company) will mail or cause to be mailed to Holders of Securities of such Series a notice that states the
special record date, the related payment date and the amount of such interest to be paid.


 






    10


    


    

 


Section 2.14            Global
Securities


 


(a)             Terms
of Securities. The Board Resolution, supplemental indenture hereto or Officers’ Certificate described in Section 2.02
with respect to a Series shall establish whether the Securities of a Series shall be issued in whole or in part in the
form of one or more Global Securities and the Depositary for such Global Security or Securities.


 


(b)             Transfer
and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.07 of the Indenture and in addition
thereto, any Global Security shall be exchangeable pursuant to Section 2.07 of the Indenture for Securities of the Series with
respect to which such Global Security was issued registered in the names of Holders other than the Depositary for such Security
or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for
such Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act, and, in
either case, the Company fails to appoint a successor Depositary within 90 days of such event, (ii) the Company executes and
delivers to the Trustee an Officers’ Certificate to the effect that such Global Security shall be so exchangeable or (iii) an
Event of Default with respect to the Securities represented by such Global Security shall have happened and be continuing. Any
Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such
names as the Depositary shall direct in writing in an aggregate principal amount equal to the principal amount of the Global Security
with like tenor and terms.


 


Except as provided
in this Section 2.14(b), a Global Security may not be transferred except as a whole by the Depositary with respect to such
Global Security to a nominee of such Depositary, by a nominee of such Depositary to such Depositary or another nominee of such
Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such a successor Depositary.


 


(c)             Legend.
Any Global Security issued hereunder shall bear a legend in substantially the following form:


 


“This Security is a Global
Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the Depositary or a nominee
of the Depositary. This Security is exchangeable for Securities registered in the name of a person other than the Depositary or
its nominee only in the limited circumstances described in the Indenture, and may not be transferred except as a whole by the Depositary
to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such a successor Depositary.”


 


(d)             Acts
of Holders. The Depositary, as a Holder, may appoint agents and otherwise authorize participants to give or take any request,
demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the
Indenture.


 


(e)             Payments.
Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section 2.02, payment
of the principal of and interest, if any, on any Global Security shall be made to the Holder thereof.


 


(f)             Consents,
Declaration and Directions. Except as provided in Section 2.14(e), the Company, the Trustee and any Agent shall treat
a person as the Holder of such principal amount of outstanding Securities of such Series represented by a Global Security
as shall be specified in a written statement of the Depositary with respect to such Global Security, for purposes of obtaining
any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture.


 


Section 2.15            CUSIP
Numbers


 


The Company in issuing
the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP”
numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation
is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption
and that reliance may be placed only on the other elements of identification printed on the Securities, and any such redemption
shall not be affected by any defect in or omission of such numbers.


 






    11


    


    

 


ARTICLE 3


 


REDEMPTION
AND PREPAYMENT


 


Section 3.01            Notices
to Trustee


 


The Company may, with
respect to any Series of Securities, reserve the right to redeem and pay the Series of Securities or may covenant to
redeem and pay the Series of Securities or any part thereof prior to the Stated Maturity thereof at such time and on such
terms as provided for in such Securities or in the Board Resolution, supplemental indenture or Officer’s Certificate described
in Section 2.02 with respect to such Series. If a Series of Securities is redeemable and the Company wants or is obligated
to redeem prior to the Stated Maturity thereof all or part of the Series of Securities pursuant to the terms of such Securities,
it must furnish to the Trustee, at least 45 days but not more than 60 days before a redemption date, an Officers’ Certificate
setting forth:


 


(1)            the
term of the applicable Series of Securities pursuant to which the redemption shall occur;


 


(2)            the
redemption date;


 


(3)            the
principal amount of Securities of such Series to be redeemed; and


 


(4)            the
redemption price.


 


Section 3.02            Selection
of Securities to Be Redeemed or Purchased


 


Unless otherwise indicated
for a particular Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate, if less than all
of the Securities of a Series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select
Securities of such Series for redemption or purchase as follows:


 


(1)            if
the Securities of such Series are listed on any national securities exchange, in compliance with the requirements of the principal
national securities exchange on which the Securities of such Series are listed; or


 


(2)            if
the Securities of such Series are not listed on any national securities exchange, on a pro rata basis (based on amounts
tendered), by lot or by such method as the Trustee shall deem fair and appropriate.


 


In the event of partial
redemption or purchase by lot, the Securities of a Series to be redeemed or purchased will be selected, unless otherwise provided
herein, not less than 30 nor more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Securities
of such Series not previously called for redemption or purchase.


 


The Trustee will promptly
notify the Company in writing of the Securities selected for redemption or purchase and, in the case of any Security selected for
partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Securities and portions of Securities
selected will be in amounts of the minimum authorized denomination for Securities of that Series or integral multiples thereof;
except that if all of the Series of Securities of a Holder are to be redeemed or purchased, the entire outstanding amount
of such Securities held by such Holder, even if not an integral multiple of the minimum authorized denomination, shall be redeemed
or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption
or purchase also apply to portions of Securities called for redemption or purchase.


 


Section 3.03            Notice
of Redemption


 


Unless otherwise indicated
for a particular Series of Securities by a Board Resolution, a supplemental indenture or an Officers’ Certificate, at
least 30 days but not more than 60 days before a redemption date, the Company will mail or cause to be mailed, by first class mail,
a notice of redemption to each Holder whose Securities are to be redeemed at its registered address, except that redemption notices
may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities
or a satisfaction and discharge of such Securities and this Indenture pursuant to Articles 8 or 11 of this Indenture.


 


The notice will identify the Securities
of the Series to be redeemed and will state:


 


(1)            the
redemption date;


 






    12


    


    

 


(2)            the
redemption price;


 


(3)            if
any Security of the Series is being redeemed in part, the portion of the principal amount of such Security to be redeemed
and that, after the redemption date upon surrender of such Security, a new Security or Securities in principal amount equal to
the unredeemed portion will be issued upon cancellation of the original Security;


 


(4)            the
name and address of the Paying Agent;


 


(5)            that
Securities of the Series called for redemption must be surrendered to the Paying Agent to collect the redemption price;


 


(6)            that,
unless the Company defaults in making such redemption payment, interest on Securities of the Series called for redemption
ceases to accrue on and after the redemption date;


 


(7)            the
Section of the Securities of the Series and/or Section of this Indenture applicable to such Series pursuant
to which the Securities of the Series called for redemption are being redeemed; and


 


(8)            that
no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the
Securities of the Series.


 


At the Company’s
request, the Trustee will give the notice of redemption in the Company’s name and at its expense; provided, however,
that the Company has delivered to the Trustee, at least 45 days prior to the redemption date, an Officers’ Certificate requesting
that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.


 


Section 3.04            Effect
of Notice of Redemption


 


Once notice of redemption
is mailed in accordance with Section 3.03 hereof, Securities of a Series called for redemption become irrevocably due
and payable on the redemption date at the redemption price. A notice of redemption may not be conditional.


 


Section 3.05            Deposit
of Redemption or Purchase Price


 


Prior to 10:00 a.m. New
York City time on the relevant redemption or purchase date, the Company will deposit with the Trustee or with the Paying Agent
money sufficient to pay the redemption or purchase price of and accrued interest, if any, on all Securities to be redeemed or purchased
on that date. The Trustee or the Paying Agent will promptly return to the Company any money deposited with the Trustee or the Paying
Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest, if any,
on, all Securities to be redeemed or purchased.


 


If the Company complies
with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on
the Securities or the portions of Securities called for redemption or purchase. If a Security is redeemed or purchased on or after
an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid
to the Person in whose name such Security was registered at the close of business on such record date. If any Security called for
redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Company to comply
with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal
is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Securities
and in Section 4.01 hereof.


 


Section 3.06            Securities
Redeemed or Purchased in Part


 


Upon surrender of a
Security that is redeemed or purchased in part, the Company will issue and, upon receipt of an Authentication Order, the Trustee
will authenticate for the Holder at the expense of the Company a new Security of the same Series equal in principal amount
to the unredeemed or unpurchased portion of the Security surrendered.


 






    13


    


    

 


ARTICLE 4


 


COVENANTS


 


Section 4.01            Payment
of Securities


 


The Company will pay
or cause to be paid the principal of, premium, if any, and interest, on each Series of Securities on the dates and in the
manner provided for the Securities of such Series by the Board Resolution, supplemental indenture or Officer’s Certificate
establishing the terms of such Series. Principal, premium, if any, and interest will be considered paid on the date due if the
Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money
deposited by the Company in immediately available funds in U.S. Legal Tender and designated for and sufficient to pay all principal,
premium, if any, and interest then due. If the Company or Subsidiary is acting as Paying Agent, the Company shall, prior to 10:00
a.m. New York City time on the due date, segregate and hold in trust U.S. Legal Tender sufficient to make payments of principal,
premium and interest due on such date.


 


Unless otherwise indicated
for a Series of Securities in the Board Resolution, supplemental indenture or Officer’s Certificate described in Section 2.02,
the Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal,
and on overdue installments of interest (without regard to any applicable grace period), at the rate equal to 1% per annum in excess
of the then applicable interest rate on each Series of Securities to the extent lawful. Notwithstanding anything to the contrary
contained in this Indenture, the Company may, to the extent it is required to do so by law, deduct or withhold income or other
similar taxes imposed by the United States of America from principal or interest payments hereunder.


 


Section 4.02            Maintenance
of Office or Agency


 


The Company will maintain
in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee, being [_______],
located at [_______], or an affiliate of the Trustee, Registrar or co-registrar) where Securities of each Series may be surrendered
for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of Securities of each
Series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency
or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served
at the Corporate Trust Office of the Trustee.


 


The Company may also
from time to time designate one or more other offices or agencies where the Securities of each 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 will in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan,
the City of New York 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.


 


The Company hereby
designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.04
hereof.


 


Section 4.03            Reports.


 


(a) Whether or
not required by the rules and regulations of the SEC, so long as Securities of any Series are outstanding, the Company
will file a copy of all of the information and reports referred to in clauses (1) and (2) below with the SEC for public
availability within the time periods specified in the SEC’s rules and regulations:


 


(1)            all
quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K
if the Company were required to file such forms, and, with respect to the annual information only, a report thereon by the Company’s
certified independent accountants; and


 


(2)            all
current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.


 


If the SEC will not accept a filing referred
to above, then the Company will furnish such information and reports to the Trustee and Holders within 15 days of the time periods
specified in the SEC’s rules and regulations, and make such information available to prospective investors upon request.
The Company will at all times comply with TIA § 314(a).


 






    14


    


    

 


(b)             The
Trustee shall not be under a duty to review or evaluate any report or information delivered to the Trustee pursuant to the provisions
of this Section 4.03 for the purposes of making such reports available to it and to the Holders of Securities of any Series who
may request such information. Delivery of such reports, information and documents to the Trustee as may be required under this
Section 4.03 is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive
notice of any information contained therein or determinable from information contained therein, including the Company’s compliance
with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).


 


Section 4.04            Compliance
Certificate


 


(a)             The
Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating
that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision
of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations
under this Indenture and further stating, as to each such Officer signing such certificate, that to his or her knowledge after
due inquiry the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is
not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default
or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what
action the Company is taking or proposes to take with respect thereto) and that to his or her knowledge after due inquiry no event
has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Securities
of any Series is prohibited or if such event has occurred, a description of the event and what action the Company is taking
or proposes to take with respect thereto.


 


(b)             So
long as any of the Securities of any Series are outstanding, the Company will deliver to the Trustee, promptly upon any Officer
becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and
what action the Company is taking or proposes to take with respect thereto.


 


Section 4.05            Taxes


 


The Company will pay,
and will cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse
in any material respect to the Holders of the Securities of any Series.


 


Section 4.06            Stay,
Extension and Usury Laws


 


The Company covenants
(to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that
may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay
or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power
as though no such law has been enacted.


 


Section 4.07            Corporate
Existence


 


Subject to Article 5
hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect:


 


(1)            its
corporate existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time) of the Company or any such Subsidiary; and


 


(2)            the
rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries; provided, however, that the
Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence
of any of its Subsidiaries, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders of the Securities of any Series.


 






    15


    


    

 



 


ARTICLE 5


 


SUCCESSORS


 


Section 5.01     Merger,
Consolidation, or Sale of Assets


 


The Company shall not
consolidate with or merge into, or convey, transfer or lease all or substantially all of its properties and assets to, any Person
(a “Successor Person”), and may not permit any Person to merge into, or convey, transfer or lease its properties and
assets substantially as an entirety to, the Company, unless:


 


(1)            the
Successor Person (if any) is a corporation, partnership, trust or other entity organized and validly existing under the laws of
any U.S. domestic jurisdiction and expressly assumes the Company’s obligations on the Securities and under this Indenture
and


 


(2)            immediately
after giving effect to the transaction, no Default or Event of Default, shall have occurred and be continuing.


 


The Company shall deliver
to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing effect and
an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture.


 


Section 5.02     Successor
Person Substituted


 


Upon any consolidation
or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets
of the Company in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, the Successor
Person formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease,
conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation,
merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall
refer instead to the Successor Person and not to the Company), and may exercise every right and power of the Company under this
Indenture with the same effect as if such Successor Person had been named as the Company herein; provided, however, that the predecessor
Company shall not be relieved from the obligation to pay the principal of and interest on the Securities except in the case of
a sale of all of the Company’s assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01
hereof.


 


ARTICLE 6


 


DEFAULTS
AND REMEDIES


 


Section 6.01     Events
of Default


 


“Event of
Default,” wherever used herein with respect to Securities of any Series, means any one of the following events, subject
to any modifications, deletions or additions relating to any Series of Securities, as provided in the establishing Board Resolution,
supplemental indenture or Officers’ Certificate for such Series:


 


(1)            the
Company defaults for 30 days in the payment when due of interest on, any Security of that Series;


 


(2)            the
Company defaults in the payment when due (at Maturity) of the principal of, or premium, if any, on any Security of that Series;


 


(3)            the
Company fails to observe or perform any other covenant, representation, warranty or other agreement in this Indenture (other than
a covenant or warranty that has been included in this Indenture solely for the benefit of Series of Securities other than
that Series) or the Securities of that Series for 60 consecutive days after notice to the Company by the Trustee or the Holders
of Securities of that Series of at least 25% in aggregate principal amount of such Securities then outstanding voting as a
single class;


 


(4)            a
default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any of its Subsidiaries (or the payment of which is guaranteed
by the Company or any of its Subsidiaries), whether such Indebtedness or guarantee now exists, or is created after the date of
this Indenture, if that default:


 






    	 	16	 



     


    

 


(A)            is
caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace
period provided in such Indebtedness on the date of such default (a “Payment Default”); or


 


(B)            results
in the acceleration of such Indebtedness prior to its express maturity,


 


and, in each case, the principal amount
of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment
Default or the maturity of which has been so accelerated, aggregates $25.0 million or more;


 


(5)            the
Company or any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken as a whole, would constitute
a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:


 


(A)            commences
a voluntary case,


 


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


 


(C)            consents
to the appointment of a custodian of it or for all or substantially all of its property,


 


(D)            makes
a general assignment for the benefit of its creditors, or


 


(E)            generally
is not paying its debts as they become due; or


 


(6)            a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(A)            is
for relief against the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would
constitute a Significant Subsidiary in an involuntary case;


 


(B)            appoints
a custodian of the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute
a Significant Subsidiary or for all or substantially all of the property of the Company or any of its Significant Subsidiaries
or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; or


 


(C)            orders
the liquidation of the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would
constitute a Significant Subsidiary;


 


and the order or decree remains unstayed
and in effect for 60 consecutive days; or


 


(7)            any
other Event of Default with respect to Securities of that Series, which is specified in a Board Resolution, a supplemental indenture
hereto or an Officers’ Certificate, in accordance with Section 2.02(s).


 


Section 6.02     Acceleration


 


In the case of an Event
of Default with respect to Securities of any Series at the time outstanding specified in clause (5) or (6) of Section 6.01
hereof, with respect to the Company, any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken as
a whole, would constitute a Significant Subsidiary, all outstanding Securities of such Series shall become due and payable
immediately without further action or notice. If any other Event of Default with respect to Securities of any Series at the
time outstanding occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding
Securities of such Series may declare all the Securities of such Series to be due and payable immediately.


 


Upon any such declaration,
the Securities of such Series shall become due and payable immediately. The Holders of a majority in aggregate principal amount
of the then outstanding Securities of such Series by written notice to the Trustee may on behalf of all of the Holders of
Securities of such Series rescind an acceleration and its consequences if the rescission would not conflict with any judgment
or decree and if all existing Events of Default with respect to Securities of such Series (except nonpayment of principal,
interest or premium that has become due solely because of the acceleration) have been cured or waived.


 






    	 	17	 



     


    

 


Section 6.03     Other
Remedies


 


If an Event of Default
with respect to Securities of any Series occurs and is continuing, the Trustee may pursue any available remedy to collect
the payment of principal, premium, if any, and interest on the Securities of such Series or to enforce the performance of
any provision of the Securities of such Series or this Indenture.


 


The Trustee may maintain
a proceeding even if it does not possess any of the Securities of such Series or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Holder of a Security of any Series in exercising any right or remedy accruing upon
an Event of Default with respect to Securities of such Series shall not impair the right or remedy or constitute a waiver
of or acquiescence in such Event of Default. All remedies are cumulative to the extent permitted by law.


 


Section 6.04     Waiver
of Past Defaults


 


Holders of not less
than a majority in aggregate principal amount of the then outstanding Securities of a Series by notice to the Trustee may
on behalf of the Holders of all of the Securities of such Series waive an existing Default or Event of Default with respect
to such Series and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal
of, premium, if any, or interest on, the Securities of such Series (including in connection with any offer to purchase); provided,
however, that the Holders of a majority in aggregate principal amount of the then outstanding Securities of such Series may
rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon
any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured
for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent
thereon.


 


Section 6.05     Control
by Majority


 


Holders of a majority
in principal amount of the then outstanding Securities of a Series may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it with respect to
the Securities of such Series. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture
that the Trustee determines may be unduly prejudicial to the rights of other Holders of Securities of such Series or that
may involve the Trustee in personal liability. The Trustee shall be entitled to take any other action deemed proper by the Trustee
which is not inconsistent with such direction or this Indenture.


 


Section 6.06     Limitation
on Suits


 


A Holder of a Security
of any Series may pursue a remedy with respect to this Indenture or the Securities of that Series only if:


 


(1)            such
Holder of a Security of that Series has previously given to the Trustee written notice of a continuing Event of Default with
respect to Securities of that Series;


 


(2)            the
Holders of at least 25% in principal amount of the then outstanding Securities of that Series make a written request to the
Trustee to pursue the remedy;


 


(3)            such
Holder of a Security of that Series or Holders of Securities of that Series offer and, if requested, provide to the Trustee
indemnity satisfactory to the Trustee against any loss, liability or expense;


 


(4)            the
Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision
of indemnity; and


 


(5)            during
such 60-day period the Holders of a majority in principal amount of the then outstanding Securities of that Series do not
give the Trustee a written direction inconsistent with the request.


 


A Holder of a Security
may not use this Indenture to prejudice the rights of another Holder of a Security of the same Series or to obtain a preference
or priority over another Holder of a Security of the same Series.


 


Section 6.07     Rights
of Holders of Securities to Receive Payment


 


Notwithstanding any other provision of this
Indenture, the right of any Holder of a Security of any Series to receive payment of principal, premium, if any, and interest
on a Security of that Series, on or after the respective due dates expressed in the Security of that Series (including in
connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder.


 






    	 	18	 



     


    

 


Section 6.08     Collection
Suit by Trustee


 


If an Event of Default
with respect to Securities of any Series specified in Section 6.01(1) or (2) occurs and is continuing, the
Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole
amount of principal of, premium, if any, and interest remaining unpaid on the Securities of that Series and interest on overdue
principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.


 


Section 6.09     Trustee
May File Proofs of Claim


 


The Trustee is authorized
to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and the Holders of the Securities of any Series allowed in any judicial proceedings relative to the Company (or any
other obligor upon the Securities of any Series), its creditors or its property and shall be entitled and empowered to collect,
receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent
to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07
hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall
be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation
or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities of any Series or the rights of any Holder, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding.


 


Section 6.10     Priorities


 


If the Trustee collects
any money pursuant to this Article 6, it shall pay out the money in the following order:


 


First:
to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation,
expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;


 


Second:
to Holders of Securities in respect of which or for the benefit of which such money has been collected for amounts due and unpaid
on such Securities for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according
to the amounts due and payable on such Securities for principal, premium, if any and interest, respectively; and


 


Third:
to the Company or to such party as a court of competent jurisdiction shall direct.


 


The Trustee may fix
a record date and payment date for any payment to Holders of Securities pursuant to this Section 6.10.


 


Section 6.11     Undertaking
for Costs


 


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 a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Security pursuant to Section 6.07
hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Securities of any Series.


 






    	 	19	 



     


    

 


ARTICLE 7


 


TRUSTEE


 


Section 7.01     Duties
of Trustee


 


(a)            If
an Event of Default with respect to any Series of Securities has occurred and is continuing, the Trustee will exercise such
of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent
person would exercise or use under the circumstances in the conduct of such person’s own affairs.


 


(b)            Except
during the continuance of an Event of Default with respect to any Series of Securities:


 


(1)            the
duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need perform only those
duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into
this Indenture against the Trustee; and


 


(2)            in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required
to be furnished to the Trustee, the Trustee will examine the certificates and opinions to determine whether or not they conform
to the requirements of this Indenture.


 


(c)            The
Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:


 


(1)            this
paragraph does not limit the effect of paragraph (b) of this Section 7.01;


 


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


 


(3)            the
Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received
by it pursuant to Section 6.05 hereof.


 


(d)            Whether
or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), and (c) of this Section 7.01.


 


(e)            No
provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. The Trustee will be
under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders of a Series of
Securities, unless such Holders have offered to the Trustee security and indemnity reasonably satisfactory to it against any loss,
liability or expense.


 


(f)            The
Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.


 


Section 7.02     Rights
of Trustee


 


(a)            The
Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper
Person. The Trustee need not investigate any fact or matter stated in the document.


 


(b)            Before
the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee
will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion
of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel will be full
and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in
good faith and in reliance thereon.


 


(c)            The
Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed
with due care.


 






    	 	20	 



     


    

 


(d)            The
Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the
rights or powers conferred upon it by this Indenture.


 


(e)            Unless
otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient
if signed by an Officer of the Company.


 


(f)            The
Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders of a Series of Securities unless such Holders have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.


 


(g)            The
Trustee shall not be deemed to have notice of any Default or Event of Default with respect to any Series of Securities unless
a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a
Default or Event of Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references
the Series Securities governed by this Indenture with respect to which such Default or Event of Default relates.


 


(h)            The
rights, privileges, immunities and benefits given to the Trustee hereunder, including without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and
other Person employed by the Trustee consistent with the terms of this Indenture to act hereunder.


 


(i)            Any
permissive right or authority granted to the Trustee shall not be construed as a mandatory duty.


 


Section 7.03     Individual
Rights of Trustee


 


The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities of any Series and may otherwise deal with the
Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the
Trustee acquires any conflicting interest, as described in the TIA, it must eliminate such conflict within 90 days, apply to the
SEC for permission to continue as Trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also
subject to Sections 7.10 and 7.11 hereof.


 


Section 7.04     Trustee’s
Disclaimer


 


The Trustee will not
be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Securities of any Series,
it shall not be accountable for the Company’s use of the proceeds from the Securities of any Series or any money paid
to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the
use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement
or recital herein or any statement in the Securities of any Series or any other document in connection with the sale of the
Securities of any Series or pursuant to this Indenture other than its certificate of authentication.


 


Section 7.05     Notice
of Defaults


 


If a Default or Event
of Default with respect to any Series of Securities of such Series occurs and is continuing and if it is known to the
Trustee, the Trustee will mail to Holders of Securities of such Series a notice of the Default or Event of Default within
90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest
on a Security of any Series, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good
faith determines that withholding the notice is in the interests of the Holders of the Securities of such Series.


 


Section 7.06     Reports
by Trustee to Holders of the Securities


 


(a)            Within
60 days after each [_______] beginning with the [_______] following the date of this Indenture, and for so long as Securities of
any Series remain outstanding, the Trustee will mail to the Holders of the Securities of such Series a brief report dated
as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred
within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA §
313(b)(2). The Trustee will also transmit by mail all reports as required by TIA § 313(c).


 


(b)            A
copy of each report at the time of its mailing to the Holders of Securities of any Series will be mailed by the Trustee to
the Company and filed by the Trustee with the SEC and each stock exchange on which the Securities of such Series are listed
in accordance with TIA § 313(d). The Company will promptly notify the Trustee when the Securities of any Series are listed
on any stock exchange.


 






    	 	21	 



     


    

 


Section 7.07     Compensation
and Indemnity


 


(a)            The
Company will pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder
as the Company and Trustee shall from time to time agree in writing. The Trustee’s compensation will not be limited by any
law on compensation of a trustee of an express trust. The Company will reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will
include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.


 


(b)            The
Company shall indemnify the Trustee against any and all losses, liabilities or expenses incurred by it arising out of or in connection
with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture
against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company
or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder,
except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith or willful misconduct.
The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify
the Company will not relieve the Company of its obligations hereunder. The Company will defend the claim and the Trustee will cooperate
in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel.
The Company need not pay for any settlement made without its consent, which consent will not be unreasonably withheld.


 


(c)            The
obligations of the Company under this Section 7.07 will survive the satisfaction and discharge of this Indenture.


 


(d)            To
secure the Company’s payment obligations in this Section 7.07, the Trustee will have a Lien prior to the Securities
of each Series on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest
on particular Securities of a Series. Such Lien will survive the satisfaction and discharge of this Indenture.


 


(e)            When
the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(5) or (6) hereof
occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended
to constitute expenses of administration under any Bankruptcy Law.


 


(f)            The
Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.


 


Section 7.08     Replacement
of Trustee


 


(a)            A
resignation or removal of the Trustee and appointment of a successor Trustee with respect to the Securities of one or more Series will
become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.


 


(b)            The
Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders
of a majority in principal amount of the then outstanding Securities of a Series may remove the Trustee with respect to such
Series by so notifying the Trustee and the Company in writing. The Company may remove the Trustee with respect to the Securities
of one or more Series if:


 


(1)            the
Trustee fails to comply with Section 7.10 hereof;


 


(2)            the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy
Law;


 


(3)            a
custodian or public officer takes charge of the Trustee or its property; or


 


(4)            the
Trustee becomes incapable of acting.


 


(c)            If
the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason with respect to the Securities
of one or more Series, the Company will promptly appoint a successor Trustee with respect to the Securities of that or those Series (it
being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such
Series and that at any time there shall be only one Trustee with respect to the Securities of any Series). Within one year
after a successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Securities of a Series may
appoint a successor Trustee with respect to such Series to replace the successor Trustee for such Series appointed by
the Company.


 






    	 	22	 



     


    

 


(d)            If
a successor Trustee for a Series does not take office within 60 days after the retiring Trustee for such Series resigns
or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in principal amount of the then outstanding Securities
of such Series may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to
such Series.


 


(e)            If
the Trustee for a Series, after written request by any Holder of Securities of such Series who has been a Holder of Securities
of such Series for at least six months, fails with respect to such Series to comply with Section 7.10, such Holder
may petition any court of competent jurisdiction for the removal of the Trustee for such Series and the appointment of a successor
Trustee for such Series.


 


(f)            A
successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers
and duties of the Trustee under this Indenture. The successor Trustee will mail a notice of its succession to Holders of each Series of
Securities for which it acts as Trustee. The retiring Trustee will promptly transfer all property held by it as Trustee to the
successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for
in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s
obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee.


 


Section 7.09     Successor
Trustee by Merger, etc.


 


If the Trustee consolidates,
merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor
corporation without any further act will be the successor Trustee.


 


Section 7.10     Eligibility;
Disqualification


 


There will at all times
be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of
any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of at least $100 million as set forth in its most recent
published annual report of condition.


 


This Indenture will
always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA §
310(b).


 


Section 7.11     Preferential
Collection of Claims Against Company


 


The Trustee is subject
to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed
shall be subject to TIA § 311(a) to the extent indicated therein.


 


ARTICLE 8


 


LEGAL
DEFEASANCE AND COVENANT DEFEASANCE


 


Section 8.01     Option
to Effect Legal Defeasance or Covenant Defeasance


 


If, pursuant to Section 2.02,
provision is made for either or both of (a) defeasance of the Securities of or within a Series under Section 8.02
or (b) covenant defeasance of the Securities of or within a Series under Section 8.03 to be applicable to the Securities
of a Series, then the provisions of such Section or Sections, as the case may be, together with the other provisions of this
Article (with such modifications thereto as may be specified pursuant to Section 2.02 with respect to the Securities
of such Series), shall be applicable to the Securities of such Series, and the Company may, at the option of the Board of Directors
evidenced by a resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 8.02 or 8.03
hereof be applied to all outstanding Securities of such Series upon compliance with the conditions set forth below in this
Article 8.


 


Section 8.02     Legal
Defeasance and Discharge


 


Upon the Company’s
exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to
all outstanding Securities of a Series on the date the conditions set forth below are satisfied with respect to the Securities
of such Series (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company
will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities of such Series, which
will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections
of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under the
Securities of such Series and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or
discharged hereunder:


 






    	 	23	 



     


    

 


(1)            the
rights of Holders of outstanding Securities of such Series to receive payments in respect of the principal of, or interest
or premium, if any, on such Securities when such payments are due from the trust referred to in Section 8.04 hereof;


 


(2)            the
Company’s obligations with respect to the Securities of such Series under Article 2 and Section 4.02 hereof;


 


(3)            the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith;
and


 


(4)            this
Article 8.


 


Subject to compliance
with this Article 8, the Company may exercise its option under this Section 8.02 with respect to Securities of a Series notwithstanding
the prior exercise of its option under Section 8.03 hereof with respect to Securities of such Series.


 


Section 8.03     Covenant
Defeasance


 


Upon the Company’s
exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained
in Sections 4.3 and 4.4, as well as any additional covenants contained in a supplemental indenture hereto for a particular Series of
Securities, with respect to the outstanding Securities of a Series on and after the date the conditions set forth in Section 8.04
hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Securities of such Series shall thereafter
be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders of
Securities of such Series (and the consequences of any thereof) in connection with such covenants, but will continue to be
deemed “outstanding” for all other purposes hereunder (it being understood that the Securities of such Series will
not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding
Securities of such Series, the Company may omit to comply with and will have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission
to comply will not constitute a Default or an Event of Default with respect to Securities of such Series under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and the Securities of such Series will be unaffected
thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03
hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01 (3) through 6.01(5) hereof
will not constitute Events of Default.


 


Section 8.04     Conditions
to Legal or Covenant Defeasance


 


In order to exercise either Legal Defeasance
or Covenant Defeasance under either Section 8.02 or 8.03 hereof:


 


(1)            the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of Securities of a Series, cash in
such currency, currencies or currency units in which such Securities are then specified as payable at Stated Maturity, non-callable
Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized
firm of independent public accountants, to pay the principal of, premium, if any, and interest on the outstanding Securities of
such Series on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company
must specify whether the Securities of such Series are being defeased to maturity or to a particular redemption date;


 


(2)            in
the case of an election under Section 8.02 hereof, the Company has delivered to the Trustee an Opinion of Counsel in the United
States reasonably acceptable to the Trustee confirming that:


 






    	 	24	 



     


    

 


(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 the outstanding Securities of such Series 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 an election under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion of Counsel in the United
States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Securities of such Series will
not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject
to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant
Defeasance had not occurred;


 


(4)            no
Default or Event of Default with respect to Securities of such Series shall have occurred and be continuing on the date of
such deposit (other than a Default or Event of Default with respect to Securities of such Series resulting from the borrowing
of funds to be applied to such deposit);


 


(5)            such
Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material
agreement or instrument (other than this Indenture) with respect to such Securities to which the Company or any of its Subsidiaries
is a party or by which the Company or any of its Subsidiaries is bound;


 


(6)            the
Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the
intent of preferring the Holders of Securities of such Series over the other creditors of the Company or with the intent of
defeating, hindering, delaying or defrauding any other creditors of the Company or others; and


 


(7)            the
Company must deliver 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 have been complied with.


 


Section 8.05     Deposited
Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.06 hereof,
all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof
in respect of the outstanding Securities of a Series will be held in trust and applied by the Trustee, in accordance with
the provisions of the Securities of such Series and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of the Securities of such Series of
all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated
from other funds except to the extent required by law.


 


The Company will pay
and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than
any such tax, fee or other charge which by law is for the account of the Holders of an outstanding Series of Securities.


 


Notwithstanding anything
in this Article 8 to the contrary, the Trustee will deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion
of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the
Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would
then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


Section 8.06     Repayment
to Company. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment
of the principal of, premium, if any, or interest on any Series of Securities and remaining unclaimed for two years after
such principal, premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if then
held by the Company) will be discharged from such trust; and the Holder of Security of such Series will thereafter be permitted
to look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, will thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once,
in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after
a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed
balance of such money then remaining will be repaid to the Company.


 






    	 	25	 



     


    

 



 


Section 8.07     Reinstatement.
If the Trustee or Paying Agent is unable to apply any United States dollars or other currency or non- callable Government Securities
in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of 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 each applicable Series of Securities will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02
or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02
or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any,
or interest on any Series of Securities following the reinstatement of its obligations, the Company will be subrogated to
the rights of the Holders of such Series of Securities to receive such payment from the money held by the Trustee or Paying
Agent.


 


ARTICLE 9


 


AMENDMENT,
SUPPLEMENT AND WAIVER


 


Section 9.01     Without
Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may amend
or supplement this Indenture or any Series of Securities without the consent of any Holder of Securities:


 


(1)            to
evidence the succession of another Person to the Company or a Guarantor and the assumption by any such successor of the covenants
of the Company or such Guarantor herein, in the Securities contained; provided that such succession is otherwise in compliance
with this Indenture and applicable law;


 


(2)            to
add to the covenants of the Company or any Guarantor for the benefit of the Holders of all or any Series of Securities (and,
if such covenants are to be for the benefit of less than all Series of Securities, stating that such covenants are expressly
being included solely for the benefit of such Series) or to surrender any right or power herein conferred upon the Company or any
Guarantor;


 


(3)            to
add any additional Events of Default for the benefit of the Holders of all or any Series of Securities (and if such Events
of Default are to be for the benefit of less than all Series of Securities, stating that such Events of Default are expressly
being included solely for the benefit of such Series); provided, however, that in respect of any such additional Events
of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter
or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may
limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate
principal amount of that or those Series of Securities to which such additional Events of Default apply to waive such default;


 


(4)            to
permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect
the interest of the Holders of Securities of any Series in any material respect;


 


(5)            to
add to, change or eliminate any of the provisions of this Indenture or any Guarantee in respect of any Series of Securities,
provided that any such addition, change or elimination shall (i) neither (A) apply to any Security of any Series created
prior to the execution of such supplemental indenture and entitled to the benefit of such provision, nor (B) modify the rights
of the Holder of any such Security with respect to such provision; or (ii) become effective only when there is no Security
Outstanding;


 


(6)            to
secure the Securities of any Series;


 


(7)            to
establish the form or terms of Securities of any Series as permitted by Sections 2.01 and 2.02, including the provisions and
procedures relating to Securities convertible into or exchangeable for other securities or property of the Company;


 






    26


     


    

 


(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 or change any of the provisions of the Indenture or any Guarantee as shall be reasonable and necessary
solely to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; provided that such
succession is otherwise in compliance with this Indenture and applicable law;


 


(9)            to
cure any ambiguity, defect or inconsistency;


 


(10)          to
provide for uncertificated Securities in addition to or in place of certificated Securities or to alter the provisions of Article 2
hereof (including the related definitions) in a manner that does not materially adversely affect any Holder of any Series of
Securities;


 


(11)          to
provide for the assumption of the Company’s obligations to the Holders of each Series of Securities by a successor to
the Company pursuant to Article 5 hereof;


 


(12)          to
make any change that would provide any additional rights or benefits to the Holders of each Series of Securities or that does
not adversely affect the legal rights hereunder of any Holder of any Series of Securities; or


 


(13)          to
comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA.


 


Upon the request of
the Company accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the
Company in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to
make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to
enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.


 


Section 9.02     With
Consent of Holders of Securities. Except as provided below in this Section 9.02, the Company and the Trustee may amend
or supplement this Indenture and the Securities of an affected Series with the consent of the Holders of at least a majority
in principal amount of the Securities of such affected Series then outstanding, voting as a separate class, (including, without
limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Securities of each
affected Series). Subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default with respect to a Series of
Securities (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Securities
of such Series, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision
of this Indenture or the Securities of such Series may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Securities of such Series voting as a single class (including consents obtained in connection
with a tender offer or exchange offer for, or purchase of, the Securities of such Series). Section 2.09 hereof shall determine
which Securities are considered to be “outstanding” for purposes of this Section 9.02.


 


Upon the request of
the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture, and upon
the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities of each required
Series as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will
join with the Company in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture
directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee
may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture.


 


It is not be necessary
for the consent of the Holders of Securities of any Series under this Section 9.02 to approve the particular form of
any proposed amendment or waiver, but it is sufficient if such consent approves the substance thereof.


 


After an amendment,
supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Securities of each
Series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail
such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Securities
of any Series then outstanding voting as a single class may waive compliance in a particular instance by the Company with
any provision of this Indenture with respect to such Series or such Series of Securities. However, without the consent
of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Securities held by a
non-consenting Holder):


 






    27


     


    

 


(1)            reduce
the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver;


 


(2)            reduce
the principal of or change the fixed maturity of any Security or alter or waive any of the provisions with respect to the redemption
of the Securities;


 


(3)            reduce
the rate of or change the time for payment of interest, including default interest, on any Security;


 


(4)            waive
a Default or Event of Default in the payment of principal of or premium, if any, or interest on any Securities (except a rescission
of acceleration of the Securities of any Series by the Holders of at least a majority in aggregate principal amount of the
then outstanding Securities of such Series and a waiver of the payment default that resulted from such acceleration);


 


(5)            make
any Security payable in currency other than that stated in the Securities;


 


(6)            make
any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Securities to receive
payments of principal of, or interest or premium, if any, on the Securities;


 


(7)            waive
a redemption payment, if any, with respect to any Securities or change any of the provisions with respect to the redemption of
any Securities; or


 


(8)            make
any change in the foregoing amendment and waiver provisions.


 


Section 9.03     Compliance
with Trust Indenture Act. Every amendment or supplement to this Indenture or the Securities will be set forth in an amended
or supplemental Indenture that complies with the TIA as then in effect.


 


Section 9.04     Revocation
and Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Security
is a continuing consent by the Holder of a Security and every subsequent Holder of a Security or portion of a Security that evidences
the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security. However,
any such Holder of a Security or subsequent Holder of a Security may revoke the consent as to its Security if the Trustee receives
written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or
waiver becomes effective in accordance with its terms and thereafter binds every Holder.


 


Section 9.05     Notation
on or Exchange of Securities. The Trustee may place an appropriate notation about an amendment, supplement or waiver on any
Security thereafter authenticated. If the Company so determines, the Company in exchange for all Securities of a Series may
issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Securities of such Series that reflect
the amendment, supplement or waiver.


 


Failure to make the appropriate notation
or issue a new Security will not affect the validity and effect of such amendment, supplement or waiver.


 


Section 9.06     Trustee
to Sign Amendments, etc.


 


The Trustee will sign any amended or supplemental
Indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. The Company may not sign an amendment or supplemental Indenture until the Board of Trustees
approves it. In executing any amended or supplemental indenture, the Trustee will be entitled to receive and (subject to Section 7.01
hereof) will be fully protected in relying upon, in addition to the documents required by Section 11.04 hereof, an Officers’
Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental Indenture is authorized or permitted
by this Indenture.


 


ARTICLE 10


 


SATISFACTION
AND DISCHARGE


 


Section 10.01     Satisfaction
and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Securities of a Series issued
hereunder, when:


 


(1)            either:


 






    28


     


    

 


(a)            all
Securities of such Series that have been authenticated (except lost, stolen or destroyed Securities that have been replaced
or paid and Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company) have
been delivered to the Trustee for cancellation; or


 


(b)            all
Securities of such Series that have not been delivered to the Trustee for cancellation have become due and payable by reason
of the making of a notice of redemption or otherwise or will become due and payable within one year and the Company has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such Series,
cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without
consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Securities of such Series not
delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;


 


(2)            no
Default or Event of Default has occurred and is continuing on the date of such deposit or will occur as a result of such deposit
and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the
Company is a party or by which the Company is bound;


 


(3)            the
Company has paid or caused to be paid all sums payable by it under this Indenture; and


 


(4)            the
Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment
of the Securities of such Series at maturity or the redemption date, as the case may be.


 


In addition, the Company
must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction
and discharge have been satisfied.


 


Notwithstanding the
satisfaction and discharge of this Indenture as to all Securities of any Series under this Indenture, if money has been deposited
with the Trustee pursuant to subclause (b) of clause (1) of this Section with respect to a Series of Securities,
the provisions of Section 10.02 and Section 8.06 will survive with respect to such Series of Securities. In addition,
nothing in this Section 10.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms,
survive the satisfaction and discharge of this Indenture.


 


Section 10.02     Application
of Trust Money. Subject to the provisions of Section 8.06, all money deposited with the Trustee pursuant to Section 10.01
shall be held in trust and applied by it, in accordance with the provisions of the Securities of such Series and this Indenture,
to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee
may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.


 


If the Trustee or
Paying Agent is unable to apply any money or Government Securities in accordance with Section 10.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company’s obligations under this Indenture and the Securities of such Series shall be revived
and reinstated as though no deposit had occurred pursuant to Section 10.01; provided that if the Company has made any payment
of principal of, premium, if any, or interest on any Securities of such Series because of the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of Securities of such Series to receive such payment from the
money or Government Securities held by the Trustee or Paying Agent.


 


The Company shall
pay and indemnify the Trustee against any tax, fee or other charge imposed or assessed against the Trustee with respect to the
money deposited with the Trustee pursuant to Section 10.01 hereof.


 






    29


     


    

 


ARTICLE 11


 


MISCELLANEOUS


 


Section 11.01     Trust
Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c),
the imposed duties will control.


 


Section 11.02     Notices.
Any notice or communication by the Company or the Trustee to the others is duly given if in writing and delivered in Person or
mailed by first class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing
next day delivery, to the others’ address:


 


If to the Company:


 


Great Ajax
Corp. 

9400 SW Beaverton-Hillsdale Hwy, Suite 131

Beaverton, Oregon 97005

Fax No.: (503) 226-4699

Telephone No.: (503) 444-5014

Attention: Lauren DeMasi


 


With a copy to:


 


Mayer Brown LLP 


1221 Avenue of the Americas 


New York, New York 10020 


Fax No.: (212) 849-5767 


Telephone No.: (212) 506-2275 


Attention: Anna T. Pinedo


 


If to the Trustee:


 


[_____________]

[_____________]

[_____________]

Fax No.: [_____________]

Telephone No.: [_____________]

Attention: [_____________]


 


The Company or the
Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications.


 


All notices and communications
(other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered;
five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing
next day delivery.


 


Any notice or communication
to a Holder will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier
guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication will also
be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication
to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.


 


If a notice or communication
is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.


 


If the Company mails
a notice or communication to Holders of a Series of Securities, it will mail a copy to the Trustee and each Agent for such
Series of Securities at the same time.


 






    30


     


    

 


Section 11.03     Communication
by Holders of Securities with Other Holders of Securities


 


Holders may communicate
pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Securities. The
Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).


 


Section 11.04     Certificate
and Opinion as to Conditions Precedent


 


Upon any request or
application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:


 


(1)            an
Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set
forth in Section 11.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any,
provided for in this Indenture relating to the proposed action have been satisfied; and


 


(2)            an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in
Section 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been
satisfied.


 


Section 11.05     Statements
Required in Certificate or Opinion


 


Each certificate or
opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and must 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 or she has made such examination or investigation as is necessary to enable him
or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and


 


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


 


In giving an Opinion
of Counsel, counsel may rely as to factual matters on an Officers’ Certificate or certificates of public officials.


 


Section 11.06     Rules by
Trustee and Agents


 


The Trustee may make
reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and
set reasonable requirements for its functions.


 


Section 11.07     No
Personal Liability of Trustees, Officers, Employees and Stockholders


 


No past, present or
future trustee, officer, employee, incorporator or stockholder of the Company, as such, will have any liability for any obligations
of the Company under the Securities, this Indenture, or for any claim based on, in respect of, or by reason of, such obligations
or their creation. Each Holder of Securities by accepting a Security waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Securities. The waiver may not be effective to waive liabilities under the federal
securities laws.


 


Section 11.08     Governing
Law


 


THE INTERNAL LAW OF
THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE SECURITIES WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 






    31


     


    

 


Section 11.09     No
Adverse Interpretation of Other Agreements


 


This Indenture may
not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person.
Any such indenture, loan or debt agreement may not be used to interpret this Indenture.


 


Section 11.10     Successors


 


All agreements of the
Company in this Indenture and the Securities will bind its successors. All agreements of the Trustee in this Indenture will bind
its successors.


 


Section 11.11     Severability


 


In case any provision
in this Indenture or in the Securities is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions will not in any way be affected or impaired thereby.


 


Section 11.12     Counterpart
Originals


 


The parties may sign
any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement.


 


Section 11.13     Table
of Contents, Headings, etc.


 


The Table of Contents,
Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.


 






    32


     


    

 


	 	SIGNATURES
	Dated as of [________], 20[__]	 
	 	COMPANY
	 
	 	Great ajax corp. 
	 	By:	 	 	 	 	 	 	 	 	 	 	 	 
	 	Name:
	 	Title:
	 
	 	TRUSTEE:
	 
	 	[______________]
	 	By:	 	 	 	 	 	 	 	 	 	 	 	 
	 	Name:
	 	Title:


 






    33