Exhibit 4.3


 


GLOBAL MEDICAL REIT INC.


 


TO


 


,


 


Trustee


 


Indenture


 


(For [Subordinated]* Debt Securities)


 


Dated as of          ,
20 


 






     


     


    

 





TABLE OF CONTENTS†


 


 




	 	Page
	RECITAL OF THE COMPANY	1
	Article I	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	Section 1.01.	Definitions	1
	Section 1.02.	Compliance Certificates and Opinions	8
	Section 1.03.	Form of Documents Delivered to Trustee	9
	Section 1.04.	Acts of Holders	10
	Section 1.05.	Notices, Etc. to Trustee and Company	11
	Section 1.06.	Notice to Holders of Debt Securities; Waiver	12
	Section 1.07.	Conflict with Trust Indenture Act	13
	Section 1.08.	Effect of Headings and Table of Contents	13
	Section 1.09.	Successors and Assigns	13
	Section 1.10.	Separability Clause	13
	Section 1.11.	Benefits of Indenture	13
	Section 1.12.	Governing Law	13
	Section 1.13.	Legal Holidays	13
	Article II	DEBT SECURITY FORMS	14
	Section 2.01.	Forms Generally	14
	Section 2.02.	Form of Trustee’s Certificate of Authentication	14
	Section 2.03.	Debt Securities Issuable in the Form of a Global Security	15
	Article III	THE DEBT SECURITIES	17
	Section 3.01.	Amount Unlimited; Issuable in Series	17
	Section 3.02.	Denominations	21
	Section 3.03.	Execution, Authentication, Delivery and Dating	21
	Section 3.04.	Temporary Debt Securities	23
	Section 3.05.	Registration, Registration of Transfer and Exchange	24
	Section 3.06.	Mutilated, Destroyed, Lost and Stolen Debt Securities	25
	Section 3.07.	Payment of Interest and Additional Interest; Interest Rights Preserved	26
	Section 3.08.	Persons Deemed Owners	27



 





 






† This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.


*
Bracketed language will be inserted in the Indenture under which subordinated Debt Securities will be issued.


 






    ii


     


    

 


	Section 3.09.	Cancellation by Debt Security Registrar	28
	Section 3.10.	Computation of Interest	28
	Section 3.11.	Payment to be in Proper Currency	28
	Section 3.12.	[Extension of Interest Payment]*	29
	Article IV	REDEMPTION OF DEBT SECURITIES	29
	Section 4.01.	Applicability of Article	29
	Section 4.02.	Election to Redeem; Notice to Trustee	29
	Section 4.03.	Selection of Debt Securities to be Redeemed	30
	Section 4.04.	Notice of Redemption	30
	Section 4.05.	Debt Securities Payable on Redemption Date	31
	Section 4.06.	Debt Securities Redeemed in Part	32
	Article V	SINKING FUNDS	32
	Section 5.01.	Applicability of Article	32
	Section 5.02.	Satisfaction of Sinking Fund Payments with Debt Securities	33
	Section 5.03.	Redemption of Debt Securities for Sinking Fund	33
	Article VI	COVENANTS	34
	Section 6.01.	Payment of Principal, Premium and Interest	34
	Section 6.02.	Maintenance of Office or Agency	34
	Section 6.03.	Money for Debt Securities Payments to be Held in Trust	34
	Section 6.04.	Corporate Existence	36
	Section 6.05.	Maintenance of Properties	36
	Section 6.06.	Annual Officer’s Certificate as to Compliance	36
	Section 6.07.	Waiver of Certain Covenants	37
	Article VII	SATISFACTION AND DISCHARGE	37
	Section 7.01.	Satisfaction and Discharge of Debt Securities	37
	Section 7.02.	Satisfaction and Discharge of Indenture	40
	Section 7.03.	Application of Trust Money	40
	Article VIII	EVENTS OF DEFAULT; REMEDIES	41
	Section 8.01.	Events of Default	41
	Section 8.02.	Acceleration of Maturity; Rescission and Annulment	42
	Section 8.03.	Collection of Indebtedness and Suits for Enforcement by Trustee	44



 





 






† This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.


*
Bracketed language will be inserted in the Indenture under which subordinated Debt Securities will be issued.



 






    iii


     


    

 


	Section 8.04.	Trustee May File Proofs of Claim	44
	Section 8.05.	Trustee May Enforce Claims without Possession of Debt Securities	45
	Section 8.06.	Application of Money Collected	45
	Section 8.07.	Limitation on Suits	46
	Section 8.08.	Unconditional Right of Holders to Receive Principal, Premium and Interest	46
	Section 8.09.	Restoration of Rights and Remedies	47
	Section 8.10.	Rights and Remedies Cumulative	47
	Section 8.11.	Delay or Omission Not Waiver	47
	Section 8.12.	Control by Holders of Debt Securities	47
	Section 8.13.	Waiver of Past Defaults	48
	Section 8.14.	Undertaking for Costs	48
	Section 8.15.	Waiver of Stay or Extension Laws	49
	Article IX	THE TRUSTEE	49
	Section 9.01.	Certain Duties and Responsibilities	49
	Section 9.02.	Notice of Defaults	50
	Section 9.03.	Certain Rights of Trustee	50
	Section 9.04.	Not Responsible for Recitals or Issuance of Debt Securities	52
	Section 9.05.	May Hold Debt Securities	52
	Section 9.06.	Money Held in Trust	52
	Section 9.07.	Compensation and Reimbursement	52
	Section 9.08.	Disqualification; Conflicting Interests	53
	Section 9.09.	Corporate Trustee Required; Eligibility	53
	Section 9.10.	Resignation and Removal; Appointment of Successor	54
	Section 9.11.	Acceptance of Appointment by Successor	56
	Section 9.12.	Merger, Conversion, Consolidation or Succession to Business	57
	Section 9.13.	Preferential Collection of Claims Against Company	57
	Section 9.14.	Co-Trustees and Separate Trustees	58
	Section 9.15.	Appointment of Authenticating Agent	59
	Article X	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	61
	Section 10.01.	Lists of Holders	61
	Section 10.02.	Reports by Trustee and Company	61



 





 






† This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.


*
Bracketed language will be inserted in the Indenture under which subordinated Debt Securities will be issued.







    iv


     


    

 


	Article XI	CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER	62
	Section 11.01.	Company May Consolidate, Etc., Only on Certain Terms	62
	Section 11.02.	Successor Corporation Substituted	62
	Article XII	SUPPLEMENTAL INDENTURES	63
	Section 12.01.	Supplemental Indentures Without Consent of Holders	63
	Section 12.02.	Supplemental Indentures With Consent of Holders	65
	Section 12.03.	Execution of Supplemental Indentures	66
	Section 12.04.	Effect of Supplemental Indentures	66
	Section 12.05.	Conformity With Trust Indenture Act	66
	Section 12.06.	Reference in Debt Securities to Supplemental Indentures	67
	Section 12.07.	Modification without Supplemental Indenture	67
	Article XIII	MEETINGS OF HOLDERS; ACTION WITHOUT MEETING	67
	Section 13.01.	Purposes for which Meetings may be Called	67
	Section 13.02.	Call, Notice and Place of Meetings	67
	Section 13.03.	Persons Entitled to Vote at Meetings	68
	Section 13.04.	Quorum; Action	68
	Section 13.05.	Attendance at Meetings; Determination of Voting Rights; Conduct and Adjournment of Meetings	69
	Section 13.06.	Counting Votes and Recording Action of Meetings	70
	Section 13.07.	Action Without Meeting	71
	Article XIV	IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	71
	Section 14.01.	Liability Solely Corporate	71
	Article XV	[SUBORDINATION OF SECURITIES]*	71
	Section 15.01.	Securities Subordinate to Senior Indebtedness	71
	Section 15.02.	Payment Over of Proceeds of Securities	72
	Section 15.03.	Disputes with Holders of Certain Senior Indebtedness	74
	Section 15.04.	Subrogation	74
	Section 15.05.	Unconditional Obligation of the Company	75
	Section 15.06.	Priority of Senior Indebtedness Upon Maturity	75
	Section 15.07.	Trustee as Holder of Senior Indebtedness	75
	Section 15.08.	Notice to Trustee to Effectuate Subordination	76



 





 






 † This table of contents shall
not, for any purpose, be deemed to be a part of the Indenture.


*
Bracketed language will be inserted in the Indenture under which subordinated Debt Securities will be issued.



 






    v


     


    

 


	Section 15.09.	Modification, Extension, Etc. of Senior Indebtedness	76
	Section 15.10.	Trustee Has No Fiduciary Duty to Holders of Senior Indebtedness	76
	Section 15.11.	Paying Agents other than the Trustee	76
	Section 15.12.	Rights of Holders of Senior Indebtedness Not Impaired	77
	Section 15.13.	This Article Not To Prevent Events of Default	77
	Section 15.14.	Effect of Subordination Provisions; Termination	77



 





 



 † This table of contents shall
not, for any purpose, be deemed to be a part of the Indenture.


*
Bracketed language will be inserted in the Indenture under which subordinated Debt Securities will be issued.



 



    vi


     


    

 


RECONCILIATION AND TIE BETWEEN TRUST
INDENTURE ACT OF 1939

AND INDENTURE, DATED AS OF , 20 


 


	Trust
    Indenture	 	Indenture
	Action Section	 	Section
	 	 	 
	§310	(a)(1)	 	9.09  
		(a)(2)	 	9.09  
		(a)(3)	 	9.14  
		(a)(4)	 	Not
    Applicable
		(b)	 	9.08,9.10  
	§311	(a)	 	9.13  
		(b) 	 	9.13  
		(c)	 	9.13  
	§312	(a)	 	10.01  
		(b)	 	10.01  
		(c)	 	10.01  
	§313	(a)	 	10.02  
		(b)	 	10.02  
		(c)	 	10.02  
		(d)	 	10.02  
	§314	(a)	 	10.02  
		(a)(4)	 	6.06  
		(b)	 	Not
    Applicable
		(c)(1)	 	1.02  
		(c)(2)	 	1.02  
		(c)(3)	 	Not
    Applicable
		(d)	 	Not
    Applicable
		(e)	 	1.02  
	§315	(a)	 	9.01,9.03  
		(b)	 	9.02  
		(c)	 	9.01  
		(d)	 	9.01  
		(e)	 	8.14  
	§316	(a)	 	8.12,8.13  
		(a)(1)(A)	 	8.02,8.12  
		(a)(1)(B)	 	813  
		(a)(2)	 	Not
    Applicable
		(b)	 	8.08  
		(c)	 	1.04(g)
	§317	(a)(1)	 	8.03  
		(a)(2)	 	8.04  
		(b)	 	6.03  
	§318	(a)	 	1.07  







 






    vii


     


    

 


INDENTURE (FOR [SUBORDINATED]*
DEBT SECURITIES), dated as of           , 20  , between GLOBAL
MEDICAL REIT INC., a corporation duly organized and existing under the laws of the State of Maryland (herein called the “Company”),
having its principal office at 2 Bethesda Metro Center, Suite 440, Bethesda, MD 20814, and [TRUSTEE], a            ,
having its principal corporate trust office at            , as Trustee
(herein called the “Trustee”).


 


RECITAL OF THE COMPANY


 


The Company has duly
authorized the execution and delivery of this Indenture to provide for the issuance from time to time of certain of its [subordinated]*
debentures, notes or other evidences of indebtedness (herein called the “Debt Securities”), in an unlimited
aggregate principal amount, to be issued in one or more series as contemplated herein; and all acts necessary to make this Indenture
a valid agreement of the Company have been performed.


 


For all purposes of
this Indenture, except as otherwise expressly provided or unless the context otherwise requires, capitalized terms used herein
shall have the meanings assigned to them in Article I of this Indenture.


 


NOW, THEREFORE, THIS
INDENTURE WITNESSETH:


 


For and in consideration
of the premises and the purchase of the Debt Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal
and proportionate benefit of all Holders of the Debt Securities or of series thereof, as follows:


 


Article
I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


	Section 1.01.	Definitions.



 


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


 


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


 


(b)            all
terms used herein without definition that are defined in the Trust Indenture Act, either directly or by reference therein, have
the meanings assigned to them therein;


 


(c)             all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting
principles in the United States, and, except as otherwise herein expressly provided, the term “generally accepted accounting
principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are
generally accepted in the United States at the date of such computation or, at the election of the Company from time to time,
at the date of the execution and delivery of this Indenture; provided, however, that in determining generally accepted
accounting principles applicable to the Company, the Company shall, to the extent required, conform to any order, rule or regulation
of any administrative agency, regulatory authority or other governmental body having jurisdiction over the Company; and


 





 






		*	Bracketed language throughout this Indenture will be
inserted in the Indenture in the event that subordinated Debt
Securities are issued.



 






    1


     


    

 


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


 


Certain terms, used
principally in Article IX, are defined in that Article.


 


“Act”
when used with respect to any Holder of a Debt Security, has the meaning specified in Section 1.04.


 


“Additional
Interest” means the interest, if any, that shall accrue on any interest on the Debt Securities of any series, the payment
of which has not been made on the applicable Interest Payment Date and which shall accrue at the rate per annum specified or determined
as specified in such Debt Security.


 


“Affiliate”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition, “control” when used with respect to
any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 


“Authenticating
Agent” means any Person (other than the Company or an Affiliate of the Company) authorized by the Trustee pursuant to Section
9.15 to act on behalf of the Trustee to authenticate one or more series of Debt Securities or Tranche thereof.


 


“Authorized
Officer” means the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any
Vice President, the Treasurer or any other duly authorized officer of the Company.


 


“Board of
Directors” means either the board of directors of the Company or any committee thereof duly authorized to act or any
director or directors and/or officer or officers of the Company to whom that board or committee shall have duly delegated its authority
in respect of matters relating to this Indenture.


 


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


 


“Business
Day,” when used with respect to a Place of Payment or any other particular location specified in the Debt Securities
or this Indenture, means any day, other than a Saturday or Sunday, which is not a day on which banking institutions or trust companies
in such Place of Payment or other location are generally authorized or required by law, regulation or executive order to remain
closed, except as may be otherwise specified as contemplated by Section 3.01.


 





 






		*	Bracketed language throughout this Indenture will be
inserted in the Indenture in the event that subordinated Debt
Securities are issued.


 






    2


     


    

 


“Commission”
means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time
after the date of execution and delivery of this Indenture such Commission is not existing and performing the duties now assigned
to it under the Trust Indenture Act, then the body, if any, performing such duties at such time.


 


“Company”
means the Person named as the “Company” in the first paragraph of this Indenture until a successor Person shall
have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such
successor Person.


 


“Company Request”
or “Company Order” means a written request or order signed in the name of the Company by an Authorized Officer
and delivered to the Trustee.


 


“Corporate
Trust Office” means the office of the Trustee at which at any particular time this Indenture shall be principally administered,
which office at the date of execution and delivery of this Indenture is located at .


 


“Corporation”
means a real estate investment trust, corporation, association, company, limited liability company, joint stock company or business
trust.


 


“Debt Securities”
has the meaning stated in the first recital of this Indenture and more particularly means any securities authenticated and delivered
under this Indenture.


 


“Debt Security
Register” and “Debt Security Registrar” have the respective meanings specified in Section
3.05.


 


“Defaulted
Interest” has the meaning specified in Section 3.07.


 


“Depositary”
shall mean, with respect to Debt Securities of any series, for which the Company shall determine that such Debt Securities will
be issued as a Global Security, The Depository Trust Company, New York, New York, another clearing agency or any successor registered
as a clearing agency under the Exchange Act or other applicable statute or regulation, which, in each case, shall be designated
by the Company pursuant to Section 2.03(c).


 


“Discount
Debt Security” means any Debt Security that provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 8.02.


 


“Dollar”
or “$” means a dollar or other equivalent unit in such coin or currency of the United States as at the time
shall be legal tender for the payment of public and private debts.


 


“Eligible
Obligations” means:


 


 









		*	Bracketed language throughout this Indenture will be
inserted in the Indenture in the event that subordinated Debt
Securities are issued.


 



    3


     


    

 


 


(a)             with
respect to Debt Securities denominated in Dollars, Government Obligations; or


 


(b)             with
respect to Debt Securities denominated in a currency other than Dollars or in a composite currency, such other obligations or
instruments as shall be specified with respect to such Debt Securities, as contemplated by Section 3.01.


 


“Event of
Default” has the meaning specified in Section 8.01.


 


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


 


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


 


“Governmental
Authority” means the government of the United States or of any state or territory thereof or of the District of Columbia
or of any county, municipality or other political subdivision of any thereof, or any department, agency, authority or other instrumentality
of any of the foregoing.


 


“Government
Obligations” means:


 


(a)             direct
obligations of, or obligations the timely payment of principal of and interest on which are unconditionally guaranteed by, the
United States entitled to the benefit of the full faith and credit thereof; and


 


(b)             certificates,
depositary receipts or other instruments that evidence a direct ownership interest in obligations described in clause (a) above
or in any specific interest or principal payments due in respect thereof; provided, however, that the custodian of such
obligations or specific interest or principal payments shall be a bank or trust company (which may include the Trustee or any
Paying Agent) subject to federal or state supervision or examination with a combined capital and surplus of at least $100,000,000;
and provided, further, that except as may be otherwise required by law, such custodian shall be obligated to pay to the
holders of such certificates, depositary receipts or other instruments the full amount received by such custodian in respect of
such obligations or specific payments and shall not be permitted to make any deduction therefrom.


 


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


 


“Indenture”
means this instrument as originally executed and delivered and as it may from time to time be supplemented or amended by one or
more indentures or Officer’s Certificates supplemental hereto entered into pursuant to the applicable provisions hereof and
shall include the terms of particular series of Debt Securities established as contemplated by Section 3.01.


 


 






		*	Bracketed language throughout this Indenture will be
inserted in the Indenture in the event that subordinated Debt
Securities are issued.


 






    4


     


    

 


“Interest”
with respect to a Discount Debt Security means interest, if any, borne by such Debt Security at a Stated Interest Rate.


 


“Interest
Payment Date,” when used with respect to any Debt Security, means the Stated Maturity of an installment of interest on
such Debt Security.


 


“Maturity,”
when used with respect to any Debt Security, means the date on which the principal of such Debt Security or an installment of principal
becomes due and payable as provided in such Debt Security or in this Indenture, whether at the Stated Maturity, by declaration
of acceleration, upon call for redemption or otherwise.


 


“Officer’s
Certificate” means a certificate signed by an Authorized Officer and delivered to the Trustee.


 


“Opinion of
Counsel” means a written opinion of counsel, who may be counsel for the Company, or other counsel acceptable to the Trustee.


 


“Outstanding,”
when used with respect to Debt Securities, means, as of the date of determination, all Debt Securities theretofore authenticated
and delivered under this Indenture, except:


 


(a)             Debt
Securities theretofore canceled by the Trustee or the Debt Security Registrar or delivered to the Trustee or the Debt Security
Registrar for cancellation;


 


(b)             Debt
Securities deemed to have been paid in accordance with Section 7.01; and


 


(c)             Debt
Securities that have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Debt Securities
have been authenticated and delivered pursuant to this Indenture, other than any such Debt Securities in respect of which there
shall have been presented to the Trustee proof satisfactory to it and the Company that such Debt Securities are held by a bona
fide purchaser or purchasers in whose hands such Debt Securities are valid obligations of the Company;


 


provided, however, that in determining
whether or not the Holders of the requisite principal amount of the Debt Securities Outstanding under this Indenture, or the Outstanding
Debt Securities of any series or Tranche, have given any request, demand, authorization, direction, notice, consent or waiver hereunder
or whether or not a quorum is present at a meeting of Holders of Debt Securities,


 





 






		*	Bracketed language throughout this Indenture will be
inserted in the Indenture in the event that subordinated Debt
Securities are issued.


 






    5


     


    

 


 (x) Debt
Securities owned by the Company or any other obligor upon the Debt Securities or any Affiliate of the Company or of such other
obligor (unless the Company, such Affiliate or such obligor owns all Debt Securities Outstanding under this Indenture, or all Outstanding
Debt Securities of each such series and each such Tranche, as the case may be, determined without regard to this clause (x))
shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or waiver or upon any such determination as to the presence
of a quorum, only Debt Securities that the Trustee knows to be so owned shall be so disregarded; provided, however, that
Debt Securities so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such Debt Securities and that the pledgee is not
the Company or any other obligor upon the Debt Securities or any Affiliate of the Company or of such other obligor; and


 


 (y) the principal
amount of a Discount Debt 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 8.02;


 


provided, further, that, in the
case of any Debt Security the principal of which is payable from time to time without presentment or surrender, the principal amount
of such Debt Security that shall be deemed to be Outstanding at any time for all purposes of this Indenture shall be the original
principal amount thereof less the aggregate amount of principal thereof theretofore paid.


 


“Paying Agent”
means any Person, including the Company, authorized by the Company to pay the principal of and premium, if any, or interest (including
Additional Interest), if any, on any Debt Securities on behalf of the Company.


 


“Periodic
Offering” means an offering of Debt Securities of a series from time to time any or all of the specific terms of which
Debt Securities, including without limitation the rate or rates of interest (including Additional Interest), if any, thereon, the
Stated Maturity or Maturities thereof and the redemption provisions, if any, with respect thereto, are to be determined by the
Company or its agents upon the issuance of such Debt Securities.


 


“Person”
means any individual, Corporation, partnership, joint venture, trust or unincorporated organization or any Governmental Authority.


 


“Place of
Payment,” when used with respect to the Debt Securities of any series, or Tranche thereof, means the place or places,
specified as contemplated by Section 3.01, at which, subject to Section 6.02, principal of and premium, if any,
and interest (including Additional Interest), if any, on the Debt Securities of such series or Tranche are payable.


 


“Predecessor
Debt Security” of any particular Debt Security means every previous Debt Security evidencing all or a portion of the
same debt as that evidenced by such particular Debt Security; and, for the purposes of this definition, any Debt Security authenticated
and delivered under Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Debt Security
shall be deemed (to the extent lawful) to evidence the same debt as the mutilated, destroyed, lost or stolen Debt Security.


 





 






		*	Bracketed language throughout this Indenture will be
inserted in the Indenture in the event that subordinated Debt
Securities are issued.


 






    6


     


    

 


“Redemption
Date,” when used with respect to any Debt Security to be redeemed, means the date fixed for such redemption by or pursuant
to this Indenture.


 


“Redemption
Price,” when used with respect to any Debt Security to be redeemed, means the price at which it is to be redeemed pursuant
to this Indenture.


 


“Regular Record
Date” for the interest payable on any Interest Payment Date on the Debt Securities of any series means the date specified
for that purpose as contemplated by Section 3.01.


 


“Required
Currency” has the meaning specified in Section 3.11.


 


“Responsible
Officer,” when used with respect to the Trustee, means the officer of the Trustee at its Corporate Trust Office assigned
by the Trustee to administer this Indenture, and any other duly authorized officer of the Trustee to whom a matter arising under
this Indenture may be referred.


 


[“Senior Indebtedness”
means all (i) obligations (other than non-recourse obligations and the indebtedness issued under this Indenture) of, or guaranteed
or assumed by, the Company for borrowed money, including both senior and subordinated indebtedness for borrowed money (other than
the Debt Securities), or for the payment of money relating to any lease that is capitalized on the consolidated balance sheet of
the Company and its subsidiaries in accordance with generally accepted accounting principles as in effect from time to time, (ii) indebtedness
evidenced by bonds, debentures, notes or other similar instruments, (iii) obligations with respect to letters of credit, bankers’
acceptances or similar facilities issued for the account of the Company, (iv) obligations issued or assumed as the deferred
purchase price of property or services, but excluding trade accounts payable or accrued liabilities arising in the ordinary course
of business, (v) obligations for claims, as defined in Section 101(5) of the United States Bankruptcy Code of 1978, as
amended, in respect of derivative products such as interest and foreign exchange rate contracts, commodity contracts and similar
arrangements; and (vi) obligations of the type referred to in each of the preceding clauses (i) through (v) of another
Person, the payment of which the Company has guaranteed or is responsible or liable for directly or indirectly, as obligor or otherwise;
and in each case, amendments, renewals, extensions, modifications and refundings of any such indebtedness or obligations, whether
existing as of the date of this Indenture or subsequently incurred by the Company.]*


 


“Special Record
Date” for the payment of any Defaulted Interest on the Debt Securities of any series means a date fixed by the Trustee
pursuant to Section 3.07.


 


“Stated Interest
Rate” means a rate (whether fixed or variable) at which an obligation by its terms is stated to bear interest. Any calculation
or other determination to be made under this Indenture by reference to the Stated Interest Rate on a Debt Security shall be made
without regard to the effective interest cost to the Company of such Debt Security and without regard to the Stated Interest Rate
on, or the effective cost to the Company of, any other indebtedness in respect of which the Company’s obligations are evidenced
or secured in whole or in part by such Debt Security.


 





 






		*	Bracketed language throughout this Indenture will be
inserted in the Indenture in the event that subordinated Debt
Securities are issued.


 






    7


     


    

 


“Stated Maturity,”
when used with respect to any obligation or any installment of principal thereof or interest thereon, means the date on which the
principal of such obligation or such installment of principal or interest is stated to be due and payable (without regard to any
provisions for redemption, prepayment, acceleration, purchase or extension).


 


“Tranche”
means a group of Debt Securities that (a) are of the same series and (b) have identical terms except as to principal
amount.


 


“Trust Indenture
Act” means the Trust Indenture Act of 1939, as amended, as in force and effect as of the date of execution of this Indenture;
provided, however, that in the event the Trust Indenture Act of 1939 is succeeded by another statute or is amended after
such date, “Trust Indenture Act” shall mean such successor statute or the Trust Indenture Act of 1939, as so amended,
to the extent such successor statute or amendment is applicable to this Indenture or to the actions of the Company or the Trustee
under or pursuant to this Indenture.


 


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


 


“United States”
means the United States of America, its territories, its possessions and other areas subject to its political jurisdiction.


 


	Section 1.02.	Compliance Certificates and Opinions.



 


Except as otherwise
expressly provided in this Indenture, upon any application or request by the Company to the Trustee to take any action under any
provision of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the
case of any such application or request as to which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.


 


Every certificate or
opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:


 





 






		*	Bracketed language throughout this Indenture will be
inserted in the Indenture in the event that subordinated Debt
Securities are issued.


 



    8


     


    

 


(a)             a
statement that each Person signing such certificate or opinion has read such covenant or condition and the definitions herein
relating thereto;


 


(b)             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;


 


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


 


(d)             a statement as to whether, in the opinion of each such Person, such condition or covenant has been complied with.


 


	Section 1.03.	Form of Documents Delivered to Trustee.



 


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


 


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


 


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


 


Whenever, subsequent
to the receipt by the Trustee of any Board Resolution, Officer’s Certificate, Opinion of Counsel or other document or instrument,
a clerical, typographical or other inadvertent or unintentional error or omission shall be discovered therein, a new document or
instrument may be substituted therefor in corrected form with the same force and effect as if originally filed in the corrected
form and, irrespective of the date or dates of the actual execution and/or delivery thereof, such substitute document or instrument
shall be deemed to have been executed and/or delivered as of the date or dates required with respect to the document or instrument
for which it is substituted. Anything in this Indenture to the contrary notwithstanding, if any such corrective document or instrument
indicates that action has been taken by or at the request of the Company which could not have been taken had the original document
or instrument not contained such error or omission, the action so taken shall not be invalidated or otherwise rendered ineffective
but shall be and remain in full force and effect (except to the extent that such action was a result of willful misconduct or bad
faith or had or could be expected to have a material adverse effect on the Holders of any Debt Securities issued hereunder).


 





 






		*	Bracketed language throughout this Indenture will be
inserted in the Indenture in the event that subordinated Debt
Securities are issued.


 



    9


     


    

 


Without limiting the
generality of the foregoing, any Debt Securities issued under the authority of such defective document or instrument shall nevertheless
be the valid obligations of the Company entitled to the benefits of this Indenture equally and ratably with all other Outstanding
Debt Securities.


 


	Section 1.04.	Acts of Holders.



 


(a)             Any
request, demand, authorization, direction, notice, consent, election, waiver or other action provided by this Indenture to be
made, given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed
by such Holders in person or by an agent duly appointed in writing or, alternatively, may be embodied in and evidenced by the
record of Holders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders
duly called and held in accordance with the provisions of Article XIII, or a combination of such instruments and any
such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments
or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the
 “Act” of the Holders signing such instrument or instruments and so voting at any such meeting. Proof of execution
of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Debt Security, shall be
sufficient for any purpose of this Indenture and (subject to Section 9.01) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section. The record of any meeting of Holders shall be proved in the manner
provided in Section 13.06.


 


(b)             The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying
that the individual signing such instrument or writing acknowledged to him the execution thereof or may be proved in any other
manner that the Trustee and the Company deem sufficient. Where such execution is by a signer acting in a capacity other than his
individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority.


 


(c)             The
principal amount (except as otherwise contemplated in clause (y) of the proviso to the definition of Outstanding) and serial
numbers of Debt Securities held by any Person, and the date of holding the same, shall be proved by the Debt Security Register.


 





 






		*	Bracketed language throughout this Indenture will be
inserted in the Indenture in the event that subordinated Debt
Securities are issued.


 






    10


     


    

 


(d)            Any
request, demand, authorization, direction, notice, consent, election, waiver or other Act of a Holder shall bind every future
Holder of the same Debt Security and the Holder of every Debt Security issued upon the registration of transfer thereof or in
exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company
in reliance thereon, whether or not notation of such action is made upon such Debt Security.


 


(e)             Until
such time as written instruments shall have been delivered to the Trustee with respect to the requisite percentage of principal
amount of Debt Securities for the action contemplated by such instruments, any such instrument executed and delivered by or on
behalf of a Holder may be revoked with respect to any or all of such Debt Securities by written notice by such Holder or any subsequent
Holder, proven in the manner in which such instrument was proven.


 


(f)              Debt
Securities of any series, or any Tranche thereof, authenticated and delivered after any Act of Holders may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any action taken by such Act of Holders. If the Company
shall so determine, new Debt Securities of any series, or any Tranche thereof, so modified as to conform, in the opinion of the
Trustee and the Company, to such action may be prepared and executed by the Company and authenticated and delivered by the Trustee
in exchange for Outstanding Debt Securities of such series or Tranche.


 


(g)             If
the Company shall solicit from Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, fix in advance a record date for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. If such a record
date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after
such record date, but only the Holders of record at the close of business on the record date shall be deemed to be Holders for
the purposes of determining whether Holders of the requisite proportion of the Outstanding Debt Securities have authorized or
agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose
the Outstanding Debt Securities shall be computed as of the record date.


 


	Section 1.05.	Notices, Etc. to Trustee
and Company.



 


Any request, demand,
authorization, direction, notice, consent, election, waiver or Act of Holders or other document provided or permitted by this Indenture
to be made upon, given or furnished to, or filed with, the Trustee by any Holder or by the Company, or the Company by the Trustee
or by any Holder, shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and
delivered personally to an officer or other responsible employee of the addressee, or transmitted by facsimile transmission or
other direct written electronic means to such telephone number or other electronic communications address as the parties hereto
shall from time to time designate, or transmitted by certified or registered mail, charges prepaid, to the applicable address set
opposite such party’s name below or to such other address as either party hereto may from time to time designate:


 





 






		*	Bracketed language throughout this Indenture will be
inserted in the Indenture in the event that subordinated Debt
Securities are issued.


 






    11


     


    

 


If to the Trustee, to:


 


[Trustee]


[Address]


 


Attention:


Telephone:


Facsimile:


 


	
        If to the Company, to:

         

        Global Medical REIT Inc.

        2 Bethesda Metro Center, Suite 440

        Bethesda, MD 20814

        Attention: Jeffrey Busch

        Telephone: (202) 524-6851

        Facsimile: (202) 380-0891
	
        With a copy to:

         

        Vinson & Elkins L.L.P.

        Riverfront Plaza, West Tower

        901 East Byrd Street, Suite 1500

        Richmond, VA 23219

        Attention: Daniel M. LeBey

        Telephone: (804) 327-6310

        Facsimile: (804) 479-8286



 


Any communication contemplated
herein shall be deemed to have been made, given, furnished and filed if personally delivered, on the date of delivery, if transmitted
by facsimile transmission or other direct written electronic means, upon date of receipt of the transmission, and if transmitted
by certified or registered mail, on the date of receipt.


 


	Section 1.06.	Notice to Holders of Debt Securities;
                                         Waiver.



 


Except as otherwise
expressly provided herein, where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently
given, and shall be deemed given, to Holders if in writing and mailed, first-class postage prepaid, to each Holder affected by
such event, at the address of such Holder as it appears in the Debt Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice.


 


In case by reason of
the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice to Holders
by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for
every purpose hereunder. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders.


 


Any notice required
by this Indenture may be waived in writing by the Person entitled to receive such notice, either before or after the event otherwise
to be specified therein, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.


 





 






		*	Bracketed language throughout this Indenture will be
inserted in the Indenture in the event that subordinated Debt
Securities are issued.



 






    12


     


    

 


	Section 1.07.	Conflict with Trust Indenture Act.



 


If any provision of
this Indenture limits, qualifies or conflicts with another provision hereof that is required or deemed to be included in this Indenture
by, or is otherwise governed by, any of the provisions of the Trust Indenture Act, such other provision shall control; and if any
provision hereof otherwise conflicts with the Trust Indenture Act, the Trust Indenture Act shall control.


 


	Section 1.08. 	Effect
of Headings and Table of Contents.



 


The Article and Section
headings in this Indenture and the Table of Contents are for convenience only and shall not affect the construction hereof.


 


	Section 1.09.	Successors and Assigns.



 


All covenants and agreements
in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.


 


	Section 1.10.	Separability Clause.



 


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


 


	Section 1.11.	Benefits of Indenture.



 


Nothing in this Indenture
or the Debt Securities, express or implied, shall give to any Person, other than the parties hereto, their successors hereunder,
the Holders, [and so long as the notice described in Section 15.14 hereof has not been given, the holders of Senior
Indebtedness,]* any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


	Section 1.12.	Governing Law.



 


This Indenture and
the Debt Securities shall be governed by and construed in accordance with the laws of the State of New York, without regard to
conflicts of law principles thereof, except to the extent that the law of any other jurisdiction shall be mandatorily applicable.


 


	Section 1.13.	Legal Holidays.



 


In any case where any
Interest Payment Date, Redemption Date or Stated Maturity of any Debt Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Debt Securities other than a provision in Debt Securities
of any series, or any Tranche thereof, or in the indenture supplemental hereto, Board Resolution or Officer’s Certificate
that establishes the terms of the Debt Securities of such series or Tranche, which specifically states that such provision shall
apply in lieu of this Section) payment of interest or principal and premium, if any, need not be made at such Place of Payment
on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if
made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, and, if such payment is made or duly provided
for on such Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment
Date, Redemption Date or Stated Maturity, as the case may be, to such Business Day.


 





 






		*	Bracketed language throughout this Indenture will be
inserted in the Indenture in the event that subordinated Debt
Securities are issued.



 






    13


     


    

 


Article
II

DEBT SECURITY FORMS


 


	Section 2.01.	Forms Generally.



 


The definitive Debt
Securities of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto
establishing such series or in a Board Resolution establishing such series, or in an Officer’s Certificate pursuant to such
supplemental indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends
or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith,
be determined by the officers executing such Debt Securities, as evidenced by their execution of the Debt Securities. If the form
or forms of Debt Securities of any series are established in a Board Resolution or in an Officer’s Certificate pursuant to
an indenture supplement hereto or to a Board Resolution, such Board Resolution and Officer’s Certificate, if any, shall be
delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.03 for the authentication
and delivery of such Debt Securities.


 


Unless otherwise specified
as contemplated by Sections 3.01 or 12.01(g), the Debt Securities of each series shall be issuable in registered
form without coupons. The definitive Debt Securities shall be produced in such manner as shall be determined by the officers executing
such Debt Securities, as evidenced by their execution thereof.


 


	Section 2.02.	Form of Trustee’s Certificate of Authentication.



 


The Trustee’s
certificate of authentication shall be in substantially the form set forth below:


 


This is one of the
Debt Securities of the series designated therein referred to in the within-mentioned Indenture.


 


Dated:


 


                                                                ,
as Trustee


 


	By:	 	 
	 	Authorized Representative	 




 





 






		*	Bracketed language throughout this Indenture will be
inserted in the Indenture in the event that subordinated Debt
Securities are issued.


 






    14


     


    

 



 


	Section	2.03.     
Debt Securities Issuable in the Form of a Global Security.



 


(a)              
If the Company shall establish pursuant to Section 3.01 that the Debt Securities of a particular series are
to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall,
in accordance with Section 3.03 and the Company Order delivered to the Trustee thereunder, authenticate and deliver
such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate
principal amount of the Outstanding Debt Securities of such series to be represented by such Global Security or Securities, (ii) may
provide that the aggregate amount of Outstanding Debt Securities represented thereby may from time to time be increased or reduced
to reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or Securities or its
nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction and (v) shall
bear a legend in accordance with the requirements of the Depositary. The Trustee shall enter into any agreement with the Depositary
related to such Global Securities as the Company may direct in such Company Order.


 


(b)             
Notwithstanding any other provision of this Section or of Section 3.05, except as contemplated by the provisions
of paragraph (c) below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole
or in part for individual Debt Securities, a Global Security may be transferred, in whole but not in part and in the manner provided
in Section 3.05, only to a nominee of the Depositary for such Global Security, or to the Depositary, or to a successor
Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary.


 


(c)              
(1) If at any time the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue
as the Depositary for such Global Security or if at any time the Depositary for the Debt Securities for such series shall no longer
be eligible or in good standing under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a
successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed
by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute,
and the Trustee, upon receipt of a Company Order for the authentication and delivery of Debt Securities of such series in the form
of definitive certificates in exchange for such Global Security, will authenticate and deliver Debt Securities of such series in
the form of definitive certificates of like tenor and terms in an aggregate principal amount equal to the principal amount of the
Global Security in exchange for such Global Security. Such Debt Securities will be issued to and registered in the name of such
Person or Persons as are specified by the Depositary.


 


________________________


		*	Bracketed language throughout this Indenture will be inserted in the Indenture in the event that
subordinated Debt Securities are issued.



 






    15


     


    

 


(2)              
To the extent legally permitted and subject to the rules and regulations of the acting Depositary, the Company may at any
time and in its sole discretion determine that the Debt Securities of any series issued or issuable in the form of one or more
Global Securities shall no longer be represented by such Global Security or Securities. In any such event the Company will execute,
and the Trustee, upon receipt of a Company Request for the authentication and delivery of Debt Securities in the form of definitive
certificates in exchange in whole or in part for such Global Security, will authenticate and deliver without service charge to
each Person specified by the Depositary Debt Securities in the form of definitive certificates of like tenor and terms in an aggregate
principal amount equal to the principal amount of such Global Security representing such series, or the aggregate principal amount
of such Global Securities representing such series, in exchange for such Global Security or Securities.


 


(3)              
If specified by the Company pursuant to Section 3.01 with respect to Debt Securities issued or issuable in the
form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in
part for Debt Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the
Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service
charge, (A) to each Person specified by such Depositary a new Debt Security or Securities of the same series of like tenor
and terms and any authorized denomination as requested by such Person in an aggregate principal amount equal to and in exchange
for such Person’s beneficial interest in the Global Security and (B) to such Depositary a new Global Security of like
tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered
Global Security and the aggregate principal amount of Debt Securities delivered to Holders thereof.


 


(4)              
In any exchange provided for in any of the preceding three subparagraphs, the Company shall execute and the Trustee shall
authenticate and deliver Debt Securities in the form of definitive certificates in authorized denominations. Upon the exchange
of the entire principal amount of a Global Security for Debt Securities in the form of definitive certificates, such Global Security
shall be canceled by the Trustee. Except as provided in the immediately preceding subparagraph, Debt Securities issued in exchange
for a Global Security pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary
for such Global Security, acting pursuant to instructions from its direct or indirect participants or otherwise, shall instruct
the Trustee. Provided that the Company and the Trustee have so agreed, the Trustee shall deliver such Debt Securities to the Persons
in whose names the Debt Securities are so to be registered.


 


(5)              
Any endorsement of a Global Security to reflect the principal amount thereof, or any increase or decrease in such principal
amount, or changes in the rights of Holders of Outstanding Debt Securities represented thereby shall be made in such manner and
by such Person or Persons as shall be specified in or pursuant to any applicable letter of representations or other arrangement
entered into with, or procedures of, the Depositary with respect to such Global Security or in the Company Order delivered or to
be delivered pursuant to Section 3.03 with respect thereto. Subject to the provisions of Section 3.03,
the Trustee shall deliver and redeliver any such Global Security in the manner and upon instructions given by the Person or Persons
specified in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures of,
the Depositary with respect to such Global Security or in any applicable Company Order. If a Company Order pursuant to Section
3.03 is so delivered, any instructions by the Company with respect to such Global Security contained therein shall be in writing
but need not be accompanied by or contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel.


 


________________________


		*	Bracketed language throughout this Indenture will be inserted in the Indenture in the event that
subordinated Debt Securities are issued.



 






    16


     


    

 


(6)              
The Depositary or, if there be one, its nominee, shall be the Holder of a Global Security for all purposes under this Indenture;
and beneficial owners with respect to such Global Security shall hold their interests pursuant to applicable procedures of such
Depositary. The Company, the Trustee and the Debt Security Registrar shall be entitled to deal with such Depositary for all purposes
of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest (including
Additional Interest) and the giving of instructions or directions by or to the beneficial owners of such Global Security as the
sole Holder of such Global Security, and shall have no obligations to the beneficial owners thereof (including any direct or indirect
participants in such Depositary). None of the Company, the Trustee, any Paying Agent or the Debt Security Registrar shall have
any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests
of a Global Security in or pursuant to any applicable letter of representations or other arrangement entered into with, or procedures
of, the Depositary with respect to such Global Security or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.


 


Article
III

THE DEBT SECURITIES


 


		Section	3.01.     
Amount Unlimited; Issuable in Series.



 


The aggregate principal
amount of Debt Securities that may be authenticated and delivered under this Indenture is unlimited.


 


The Debt Securities
may be issued in one or more series. Subject to the last paragraph of this Section, prior to the authentication and delivery
of Debt Securities of any series there shall be established by specification in a supplemental indenture or in a Board Resolution,
or in an Officer’s Certificate pursuant to a supplemental indenture or a Board Resolution:


 


(a)              
the title of the Debt Securities of such series (which shall distinguish the Debt Securities of such series from Debt Securities
of all other series);


 


(b)              
any limit upon the aggregate principal amount of the Debt Securities of such series that may be authenticated and delivered
under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or
in lieu of, other Debt Securities of the series pursuant to Section 3.04, 3.05, 3.06, 4.06
or 12.06 and, except for any Debt Securities that, pursuant to Section 3.03, are deemed never to have been
authenticated and delivered hereunder);


 


________________________


		*	Bracketed language throughout this Indenture will be inserted in the Indenture in the event that
subordinated Debt Securities are issued.



 






    17


     


    

 


(c)              
the Person or Persons (without specific identification) to whom interest on Debt Securities of such series, or any Tranche
thereof, shall be payable on any Interest Payment Date, if other than the Persons in whose names such Debt Securities (or one or
more Predecessor Debt Securities) are registered at the close of business on the Regular Record Date for such interest;


 


(d)              
the date or dates on which the principal of the Debt Securities of such series, or any Tranche thereof, is payable or any
formulary or other method or other means by which such date or dates shall be determined, by reference to an index or other fact
or event ascertainable outside of this Indenture or otherwise (without regard to any provisions for redemption, prepayment, acceleration,
purchase or extension);


 


(e)              
the rate or rates at which the Debt Securities of such series, or any Tranche thereof, shall bear interest, if any (including
(i) the rate or rates at which overdue principal shall bear interest, if different from the rate or rates at which such Debt Securities
shall bear interest prior to Maturity, (ii) and, if applicable, the rate or rates at which overdue premium shall bear interest,
if any, and (iii) the rate or rates and the extent to which Additional Interest, if any, shall be payable), the period or
periods during which such rate or rates shall be applicable, or any formulary or other method or other means by which such rate
or rates, and any period or periods, shall be determined, by reference to an index or other fact or event ascertainable outside
of this Indenture or otherwise; the date or dates from which such interest shall accrue; the Interest Payment Dates on which such
interest shall be payable and the Regular Record Date, if any, for the interest payable on such Debt Securities on any Interest
Payment Date[; the right of the Company, if any, to extend the interest payment periods and the duration of any such extension
as contemplated by Section 3.12]*; and the basis of computation of interest, if other than as provided in Section
3.10;


 


(f)               
the place or places at which or methods by which (1) the principal of and premium, if any, and interest (including
Additional Interest), if any, on Debt Securities of such series, or any Tranche thereof, shall be payable, (2) registration
of transfer of Debt Securities of such series, or any Tranche thereof, may be effected, (3) exchanges of Debt Securities of
such series, or any Tranche thereof, may be effected and (4) notices and demands to or upon the Company in respect of the
Debt Securities of such series, or any Tranche thereof, and this Indenture may be served; the Debt Security Registrar for such
series; and if such is the case, that the principal of such Debt Securities shall be payable without presentment or surrender thereof;


 


(g)              
the period or periods within which, or the date or dates on which, the price or prices at which and the terms and conditions
upon which the Debt Securities of such series, or any Tranche thereof, may be redeemed, in whole or in part, at the option of the
Company and any restrictions on such redemptions, including but not limited to a restriction on a partial redemption by the Company
of the Debt Securities of any series, or any Tranche thereof, resulting in delisting of such Debt Securities from any national
exchange;


 


________________________


		*	Bracketed language throughout this Indenture will be inserted in the Indenture in the event that
subordinated Debt Securities are issued.



 






    18


     


    

 


(h)              
the obligation or obligations, if any, of the Company to redeem or purchase the Debt Securities of such series, or any Tranche
thereof, pursuant to any sinking fund or other mandatory redemption or tender provisions or at the option of a Holder thereof and
the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon
which such Debt Securities shall be redeemed or purchased, in whole or in part, pursuant to such obligation, and applicable exceptions
to the requirements of Section 4.04 in the case of mandatory redemption or redemption at the option of the Holder;


 


(i)                
the denominations in which Debt Securities of such series, or any Tranche thereof, shall be issuable if other than denominations
of $1,000 and any integral multiple thereof;


 


(j)                
the currency or currencies, including composite currencies, in which payment of the principal of and premium, if any, and
interest (including Additional Interest), if any, on the Debt Securities of such series, or any Tranche thereof, shall be payable
(if other than in Dollars);


 


(k)              
if the principal of or premium, if any, or interest (including Additional Interest), if any, on the Debt Securities of such
series, or any Tranche thereof, are to be payable, at the election of the Company or a Holder thereof, in a coin or currency other
than that in which the Debt Securities are stated to be payable, the period or periods within which and the terms and conditions
upon which, such election may be made;


 


(l)                
if the principal of or premium, if any, or interest (including Additional Interest), if any, on the Debt Securities of such
series, or any Tranche thereof, are to be payable, or are to be payable at the election of the Company or a Holder thereof, in
securities or other property, the type and amount of such securities or other property, or the formulary or other method or other
means by which such amount shall be determined, and the period or periods within which, and the terms and conditions upon which,
any such election may be made;


 


(m)            
if the amount payable in respect of principal of or premium, if any, or interest, if any, on the Debt Securities of such
series, or any Tranche thereof, may be determined with reference to an index or other fact or event ascertainable outside this
Indenture, the manner in which such amounts shall be determined to the extent not established pursuant to clause (e) of
this paragraph;


 


(n)              
if other than the principal amount thereof, the portion of the principal amount of Debt Securities of such series, or any
Tranche thereof, that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 8.02;


 


(o)              
any Events of Default, in addition to those specified in Section 8.01, with respect to the Debt Securities of
such series, and any covenants of the Company for the benefit of the Holders of the Debt Securities of such series, or any Tranche
thereof, in addition to those set forth in Article VI;


 


(p)              
the terms, if any, pursuant to which the Debt Securities of such series, or any Tranche thereof, may be converted into or
exchanged for shares of beneficial interest or other securities of the Company or any other Person;


 


________________________


		*	Bracketed language throughout this Indenture will be inserted in the Indenture in the event that
subordinated Debt Securities are issued.



 






    19


     


    

 


(q)              
the obligations or instruments, if any, that shall be considered to be Eligible Obligations in respect of the Debt Securities
of such series, or any Tranche thereof, denominated in a currency other than Dollars or in a composite currency, and any additional
or alternative provisions for the reinstatement of the Company’s indebtedness in respect of such Debt Securities after the
satisfaction and discharge thereof as provided in Section 7.01;


 


(r)               
whether the Debt Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities;
the terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for certificated
Debt Securities of such series and of like tenor of any authorized denomination and the circumstances under which such exchange
may occur, if other than in the manner provided for in Section 2.03; the Depositary for such Global Security or Securities;
and the form of any legend or legends to be borne by any such Global Security in addition to or in lieu of the legend referred
to in Section 2.03;


 


(s)               
if the Debt Securities of such series, or any Tranche thereof, are to be issuable in bearer form, any and all matters incidental
thereto that are not specifically addressed in a supplemental indenture as contemplated by Section 12.01(g);


 


(t)                
to the extent not established pursuant to clause (r) of this paragraph, any limitations on the rights of the Holders
of the Debt Securities of such series, or any Tranche thereof, to transfer or exchange such Debt Securities or to obtain the registration
of transfer thereof; and if a service charge will be made for the registration of transfer or exchange of Debt Securities of such
series, or any Tranche thereof, the amount or terms thereof;


 


(u)              
any exceptions to Section 1.13, or variation in the definition of Business Day, with respect to the Debt Securities
of such series, or any Tranche thereof;


 


(v)              
any collateral security, assurance or guarantee for such series of Debt Securities;


 


(w)            
any credit enhancement applicable to the Debt Securities of such series; and


 


(x)              
any other terms of the Debt Securities of such series, or any Tranche thereof, not inconsistent with the provisions of this
Indenture.


 


[The Debt Securities
of each series, or any Tranche thereof, shall be subordinated in the right of payment to Senior Indebtedness as provided in Article
XV.]*


 


With respect to Debt
Securities of a series subject to a Periodic Offering, the indenture supplemental hereto or the Board Resolution that establishes
such series, or the Officer’s Certificate pursuant to such supplemental indenture or Board Resolution, as the case may be,
may provide general terms or parameters for Debt Securities of such series and provide either that the specific terms of Debt Securities
of such series, or any Tranche thereof, shall be specified in a Company Order or that such terms shall be determined by the Company
or its agents in accordance with procedures specified in a Company Order as contemplated by clause (b) of the third paragraph of Section
3.03.


 


________________________


		*	Bracketed language throughout this Indenture will be inserted in the Indenture in the event that
subordinated Debt Securities are issued.



 






    20


     


    

 


		Section	3.02.     
Denominations.



 


Unless otherwise provided
as contemplated by Section 3.01 with respect to any series of Debt Securities, or any Tranche thereof, the Debt Securities
of each series shall be issuable in denominations of $1,000 and any integral multiple thereof.


 








		Section	3.03.     
Execution, Authentication, Delivery and Dating.



 


Unless otherwise provided
as contemplated by Section 3.01 with respect to any series of Debt Securities, or any Tranche thereof, the Debt Securities
shall be executed on behalf of the Company by an Authorized Officer and may have the corporate seal of the Company affixed thereto
or reproduced thereon attested by any other Authorized Officer. The signature of any or all of these officers on the Debt Securities
may be manual or facsimile.


 


Debt Securities bearing
the manual or facsimile signatures of individuals who were at the time of execution Authorized Officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication
and delivery of such Debt Securities or did not hold such offices at the date of such Debt Securities.


 


The Trustee shall authenticate
and deliver Debt Securities of a series, for original issue, at one time or from time to time in accordance with the Company Order
referred to below, upon receipt by the Trustee of:


 


(a)              
the instrument or instruments establishing the form or forms and terms of such series, as provided in Sections 2.01
and 3.01;


 


(b)              
a Company Order requesting the authentication and delivery of such Debt Securities and, to the extent that the terms of
such Debt Securities shall not have been established in an indenture supplemental hereto or in a Board Resolution, or in an Officer’s
Certificate pursuant to a supplemental indenture or Board Resolution, all as contemplated by Sections 2.01 and 3.01,
either (i) establishing such terms or (ii) in the case of Debt Securities of a series subject to a Periodic Offering,
specifying procedures, acceptable to the Trustee, by which such terms are to be established (which procedures may provide, to the
extent acceptable to the Trustee, for authentication and delivery pursuant to oral or electronic instructions from the Company
or any agent or agents thereof, which oral instructions are to be promptly confirmed electronically or in writing), in either case
in accordance with the instrument or instruments delivered pursuant to clause (a) above;


 


(c)              
the Debt Securities of such series, executed on behalf of the Company by an Authorized Officer;


 


________________________


		*	Bracketed language throughout this Indenture will be inserted in the Indenture in the event that
subordinated Debt Securities are issued.



 






    21


     


    

 


(d)              
an Opinion of Counsel to the effect that:


 


(i)               
the form or forms of such Debt Securities have been duly authorized by the Company and have been established in conformity
with the provisions of this Indenture;


 


(ii)              
the terms of such Debt Securities have been duly authorized by the Company and have been established in conformity with
the provisions of this Indenture; and


 


(iii)             
assuming authentication and delivery by the Trustee and subject to any conditions specified in such Opinion of Counsel,
such Debt Securities will have been duly issued under this Indenture and will be legal, valid and binding obligations of the Company,
enforceable in accordance with their terms, subject, as to enforcement, to laws relating to or affecting generally the enforcement
of creditors’ rights, including, without limitation, bankruptcy and insolvency laws and to general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law);


 


provided, however, that, with respect
to Debt Securities of a series subject to a Periodic Offering, the Trustee shall be entitled to receive such Opinion of Counsel
only once at or prior to the time of the first authentication of such Debt Securities (provided that such Opinion of Counsel addresses
the authentication and delivery of all Debt Securities of such series) and that in lieu of the opinions described in clauses (ii)
and (iii) above Counsel may opine that:


 


(x)       when
the terms of such Debt Securities shall have been established pursuant to a Company Order or Orders or pursuant to such procedures
(acceptable to the Trustee) as may be specified from time to time by a Company Order or Orders, all as contemplated by and in accordance
with the instrument or instruments delivered pursuant to clause (a) above, such terms will have been duly authorized
by the Company and will have been established in conformity with the provisions of this Indenture; and


 


(y)       such
Debt Securities, when authenticated and delivered by the Trustee in accordance with this Indenture and the Company Order or Orders
or specified procedures referred to in paragraph (x) above and issued and delivered by the Company in the manner and subject
to any conditions specified in such Opinion of Counsel, will have been duly issued under this Indenture and will constitute valid
and legally binding obligations of the Company, entitled to the benefits provided by the Indenture, and enforceable in accordance
with their terms, subject, as to enforcement, to laws relating to or affecting generally the enforcement of creditors’ rights,
including, without limitation, bankruptcy and insolvency laws and to general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law).


 


________________________


		*	Bracketed language throughout this Indenture will be inserted in the Indenture in the event that
subordinated Debt Securities are issued.



 






    22


     


    

 


With respect to Debt
Securities of a series subject to a Periodic Offering, the Trustee may conclusively rely, as to the authorization by the Company
of any of such Debt Securities, the form and terms thereof and the legality, validity, binding effect and enforceability thereof,
upon the Opinion of Counsel and other documents delivered pursuant to Sections 2.01 and 3.01 and this Section,
as applicable, at or prior to the time of the first authentication of Debt Securities of such series unless and until such opinion
or other documents have been superseded or revoked or expire by their terms. In connection with the authentication and delivery
of Debt Securities of a series subject to a Periodic Offering, the Trustee shall be entitled to assume that the Company’s
instructions to authenticate and deliver such Debt Securities do not violate any rules, regulations or orders of any Governmental
Authority having jurisdiction over the Company.


 


If the form or terms
of the Debt Securities of any series have been established by or pursuant to a Board Resolution or an Officer’s Certificate
as permitted by Sections 2.01 and 3.01, the Trustee shall not be required to authenticate such Debt Securities
if the issuance of such Debt Securities pursuant to this Indenture will materially or adversely affect the Trustee’s own
rights, duties or immunities under the Debt Securities and this Indenture or otherwise in a manner that is not reasonably acceptable
to the Trustee.


 


Unless otherwise specified as contemplated
by Section 3.01 with respect to any series of Debt Securities, or any Tranche thereof, each Debt Security shall be
dated the date of its authentication.


 


Unless otherwise specified
as contemplated by Section 3.01 with respect to any series of Debt Securities, or any Tranche thereof, no Debt Security
shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt
Security a certificate of authentication substantially in the form provided for herein executed by the Trustee or its agent by
manual signature, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt
Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding
the foregoing, if any Debt Security shall have been authenticated and delivered hereunder to the Company, or any Person acting
on its behalf, but shall never have been issued and sold by the Company, and the Company shall deliver such Debt Security to the
Debt Security Registrar for cancellation as provided in Section 3.09 together with a written statement (which need
not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Debt Security
has never been issued and sold by the Company, for all purposes of this Indenture such Debt Security shall be deemed never to have
been authenticated and delivered hereunder and shall never be entitled to the benefits hereof.


 


		Section	3.04.     
Temporary Debt Securities.



 


Pending the preparation
of definitive Debt Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee
shall authenticate and deliver, temporary Debt Securities that are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the definitive Debt Securities in lieu of which they are
issued, with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Debt Securities
may determine, as evidenced by their execution of such Debt Securities; provided, however, that temporary Debt Securities
need not recite specific redemption, sinking fund, conversion or exchange provisions.


 


________________________


		*	Bracketed language throughout this Indenture will be inserted in the Indenture in the event that
subordinated Debt Securities are issued.



 






    23


     


    

 


Unless otherwise specified
as contemplated by Section 3.01 with respect to the Debt Securities of any series, or any Tranche thereof, after the
preparation of definitive Debt Securities of such series or Tranche, the temporary Debt Securities of such series or Tranche shall
be exchangeable, without charge to the Holder thereof, for definitive Debt Securities of such series or Tranche, upon surrender
of such temporary Debt Securities at the office or agency of the Company maintained pursuant to Section 6.02 in a Place
of Payment for such Debt Securities. Upon such surrender of temporary Debt Securities, the Company shall, except as aforesaid,
execute and the Trustee shall authenticate and deliver in exchange therefor definitive Debt Securities of the same series and Tranche,
of authorized denominations and of like tenor and aggregate principal amount.


 


Until exchanged in
full as hereinabove provided, temporary Debt Securities shall in all respects be entitled to the same benefits under this Indenture
as definitive Debt Securities of the same series and Tranche and of like tenor authenticated and delivered hereunder.


 


		Section	3.05.     
Registration, Registration of Transfer and Exchange.



 


The Company shall cause
to be kept in each office designated pursuant to Section 6.02, with respect to the Debt Securities of each series or
any Tranche thereof, a register (all registers kept in accordance with this Section being collectively referred to as the “Debt
Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for
the registration of Debt Securities of such series or Tranche and the registration of transfer thereof. The Company shall designate
one Person to maintain the Debt Security Register for the Debt Securities of each series on a consolidated basis, and such Person
is referred to herein, with respect to such series, as the “Debt Security Registrar.” Anything herein to the
contrary notwithstanding, the Company may designate one or more of its offices as an office in which the Debt Security Register
shall be maintained, and the Company may designate itself the Debt Security Registrar with respect to one or more of such series.
The Debt Security Register shall be open for inspection by the Trustee and the Company at all reasonable times.


 


Except as otherwise
specified as contemplated by Section 3.01 with respect to the Debt Securities of any series, or any Tranche thereof,
upon surrender for registration of transfer of any Debt Security of such series or Tranche at the office or agency of the Company
maintained pursuant to Section 6.02 in a Place of Payment for such series or Tranche, the Company shall execute, and
the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Debt Securities
of the same series and Tranche, of authorized denominations and of like tenor and aggregate principal amount.


 


________________________


		*	Bracketed language throughout this Indenture will be inserted in the Indenture in the event that
subordinated Debt Securities are issued.



 






    24


     


    

 


Except as otherwise
specified as contemplated by Section 3.01 with respect to the Debt Securities of any series, or any Tranche thereof,
any Debt Security of such series or Tranche may be exchanged at the option of the Holder for one or more new Debt Securities of
the same series and Tranche, of authorized denominations and of like tenor and aggregate principal amount, upon surrender of the
Debt Securities to be exchanged at any such office or agency. Whenever any Debt Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the Debt Securities that the Holder making the exchange
is entitled to receive.


 


All Debt Securities
delivered upon any registration of transfer or exchange of Debt Securities shall be valid obligations of the Company, evidencing
the same debt, and entitled to the same benefits under this Indenture, as the Debt Securities surrendered upon such registration
of transfer or exchange.


 


Every Debt Security
presented or surrendered for registration of transfer or for exchange shall (if so required by the Company, the Trustee or the
Debt Security Registrar) be duly endorsed or shall be accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee or the Debt Security Registrar, as the case may be, duly executed by the Holder thereof or his attorney duly
authorized in writing.


 


Unless otherwise specified
as contemplated by Section 3.01 with respect to Debt Securities of any series, or any Tranche thereof, no service charge
shall be made for any registration of transfer or exchange of Debt Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of
Debt Securities, other than exchanges pursuant to Section 3.04, 4.06 or 12.06 not involving
any transfer.


 


The Company shall not
be required to execute or to provide for the registration of transfer of or the exchange of (a) Debt Securities of any series,
or any Tranche thereof, during a period of 15 days immediately preceding the day the mailing of a notice of redemption of the Debt
Securities of such series or Tranche is to be made or (b) any Debt Security so selected for redemption in whole or in part,
except the unredeemed portion of any Debt Security being redeemed in part.


 


None of the Company,
the Trustee, any Paying Agent or the Debt Security Registrar will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests.


 


		Section	3.06.     
Mutilated, Destroyed, Lost and Stolen Debt Securities.



 


If any mutilated Debt
Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor
a new Debt Security of the same series, and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 


________________________


		*	Bracketed language throughout this Indenture will be inserted in the Indenture in the event that
subordinated Debt Securities are issued.



 






    25


     


    

 


If there shall be delivered
to the Company and the Trustee (a) evidence to their satisfaction of the ownership of and the destruction, loss or theft of
any Debt Security and (b) such security or indemnity as may be reasonably required by them to save each of them and any agent
of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Debt Security is held by a Person
purporting to be the owner of such Debt Security, the Company shall execute and the Trustee shall authenticate and deliver, in
lieu of any such destroyed, lost or stolen Debt Security, a new Debt Security of the same series and Tranche, and of like tenor
and principal amount and bearing a number not contemporaneously outstanding.


 


Notwithstanding the
foregoing, in case any such mutilated, destroyed, lost or stolen Debt Security has become or is about to become due and payable,
the Company in its discretion may, instead of issuing a new Debt Security, pay such Debt Security.


 


Upon the issuance of
any new Debt Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee)
connected therewith.


 


Every new Debt Security
of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Debt Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Debt Security shall be at any time
enforceable by anyone other than the Holder of such new Debt Security, and any such new Debt Security shall be entitled to all
the benefits of this Indenture equally and proportionately with any and all other Debt Securities of such series duly issued hereunder.


 


The provisions of this
Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Debt Securities.


 


		Section	3.07.     
Payment of Interest and Additional Interest; Interest Rights Preserved.



 


Unless otherwise specified
as contemplated by Section 3.01 with respect to the Debt Securities of any series, or any Tranche thereof, interest
and Additional Interest, if any, on any Debt Security that is payable, and is punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name that Debt Security (or one or more Predecessor Debt Securities) is registered
at the close of business on the Regular Record Date for such interest.


 


[Subject to Section
3.12]* any interest on any Debt Security of any series that is payable, but is not punctually paid or duly provided for, on
any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder
on the related Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company,
at its election in each case, as provided in clause (a) or (b) below:


 


________________________


		*	Bracketed language throughout this Indenture will be inserted in the Indenture in the event that
subordinated Debt Securities are issued.



 






    26


     


    

 


(a)              
The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Debt Securities of such
series (or their respective Predecessor Debt Securities) are registered at the close of business on a date (herein called a “Special
Record Date”) for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Debt Security of such series and
the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee
for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for
the payment of such Defaulted Interest, which shall be not more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall promptly
cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class
postage prepaid, to each Holder of Debt Securities of such series at the address of such Holder as it appears in the Debt Security
Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and
the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the
Debt Securities of such series (or their respective Predecessor Debt Securities) are registered at the close of business on such
Special Record Date.


 


(b)              
The Company may make payment of any Defaulted Interest on the Debt Securities of any series in any other lawful manner not
inconsistent with the requirements of any securities exchange on which such Debt Securities may be listed, and upon such notice
as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this
clause, such manner of payment shall be deemed practicable by the Trustee.


 


Subject to the foregoing
provisions of this Section and Section 3.05, each Debt Security delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Debt Security shall carry the rights to interest (including any Additional
Interest) accrued and unpaid, and to accrue, that were carried by such other Debt Security.


 


		Section	3.08.     
Persons Deemed Owners.



 


Prior to due presentment
of a Debt Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving
payment of principal of and premium, if any, and (subject to Sections 3.05 and 3.07) interest, if any,
on such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


________________________


		*	Bracketed language throughout this Indenture will be inserted in the Indenture in the event that
subordinated Debt Securities are issued.



 






    27


     


    

 


		Section	3.09.     
Cancellation by Debt Security Registrar.



 


All Debt Securities
surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Debt
Security Registrar, be delivered to the Debt Security Registrar and, if not theretofore canceled, shall be promptly canceled by
the Debt Security Registrar. The Company may at any time deliver to the Debt Security Registrar for cancellation any Debt Securities
previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever or which the Company
shall not have issued and sold, and all Debt Securities so delivered shall be promptly canceled by the Debt Security Registrar.
No Debt Securities shall be authenticated in lieu of or in exchange for any Debt Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. All certificates representing canceled Debt Securities held by the Debt Security
Registrar shall be disposed of in accordance with the customary practices of the Debt Security Registrar at the time in effect,
and the Debt Security Registrar shall not be required to destroy any such certificates. The Debt Security Registrar, if other than
the Trustee, shall promptly deliver a certificate of disposition with respect to such disposed certificates to the Trustee and
the Company unless, by a Company Order, similarly delivered, the Company shall direct that canceled Debt Securities be returned
to it. The Debt Security Registrar shall promptly deliver evidence of any cancellation of a Debt Security in accordance with this
Section to the Trustee and the Company. If the Trustee is the entity acting as Debt Security Registrar, it shall promptly deliver
to the Company a certificate of disposition with respect to any certificates disposed of and/or evidence of any cancellation of
a Debt Security, in each case in accordance with this Section, if so requested by a Company Order.


 


		Section	3.10.     
Computation of Interest.



 


Except as otherwise
specified as contemplated by Section 3.01 for Debt Securities of any series, or any Tranche thereof, interest on the
Debt Securities of each series shall be computed on the basis of a 360-day year consisting of twelve 30-day months and on the basis
of the actual number of days elapsed within any month in relation to the deemed 30 days of such month.


 


		Section	3.11.     
Payment to be in Proper Currency.



 


In the case of the
Debt Securities of any series, or any Tranche thereof, denominated in any currency other than Dollars or in a composite currency
(the “Required Currency”), except as otherwise specified with respect to such Debt Securities as contemplated
by Section 3.01, the obligation of the Company to make any payment of the principal thereof, or the premium or interest
thereon, shall not be discharged or satisfied by any tender by the Company, or recovery by the Trustee, in any currency other than
the Required Currency, except to the extent that such tender or recovery shall result in the Trustee timely holding the full amount
of the Required Currency then due and payable. If any such tender or recovery is in a currency other than the Required Currency,
the Trustee may take such actions as it considers appropriate to exchange such currency for the Required Currency. The costs and
risks of any such exchange, including without limitation the risks of delay and exchange rate fluctuation, shall be borne by the
Company, the Company shall remain fully liable for any shortfall or delinquency in the full amount of Required Currency then due
and payable, and in no circumstances shall the Trustee be liable therefor except in the case of its negligence or willful misconduct.


 


________________________


		*	Bracketed language throughout this Indenture will be inserted in the Indenture in the event that
subordinated Debt Securities are issued.



 






    28


     


    

 


		Section	3.12.     
[Extension of Interest Payment]*.



 


[The Company shall
have the right at any time, so long as the Company is not in default in the payment of interest on the Debt Securities of any series
hereunder, to extend interest payment periods on all Debt Securities of one or more series, or Tranches thereof, if so specified
as contemplated by Section 3.01 with respect to such Debt Securities and upon such terms as may be specified as contemplated
by Section 3.01 with respect to such Debt Securities.]*


 


Article
IV

REDEMPTION OF DEBT SECURITIES


 


		Section	4.01.     
Applicability of Article.



 


Debt Securities of
any series, or any Tranche thereof, that are redeemable before their Stated Maturity shall be redeemable in accordance with their
terms and (except as otherwise specified as contemplated by Section 3.01 for Debt Securities of such series or Tranche)
in accordance with this Article.


 


		Section	4.02.     
Election to Redeem; Notice to Trustee.



 


The election of the
Company to redeem any Debt Securities shall be evidenced by a Board Resolution and/or an Officer’s Certificate. The Company
shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee in writing of such Redemption Date and of the principal amount of such Debt Securities to be redeemed.
In the case of any redemption of Debt Securities (a) prior to the expiration of any restriction on such redemption provided
in the terms of such Debt Securities or elsewhere in this Indenture or (b) pursuant to an election of the Company that is
subject to a condition specified in the terms of such Debt Securities, the Company shall furnish the Trustee with an Officer’s
Certificate evidencing compliance with such restriction or condition.


 


________________________


		*	Bracketed language throughout this Indenture will be inserted in the Indenture in the event that
subordinated Debt Securities are issued.



 






    29


     


    

 


		Section	4.03.     
Selection of Debt Securities to be Redeemed.



 


If less than all the
Debt Securities of any series, or any Tranche thereof, are to be redeemed, the particular Debt Securities to be redeemed shall
be selected by the Trustee from the Outstanding Debt Securities of such series or Tranche not previously called for redemption,
by such method as shall be provided for any particular series, or, in the absence of any such provision, by such method of random
selection as the Trustee shall deem fair and appropriate and which may, in any case, provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Debt Securities of such series or Tranche or any integral multiple thereof)
of the principal amount of Debt Securities of such series or Tranche of a denomination larger than the minimum authorized denomination
for Debt Securities of such series or Tranche; provided, however, that if, as indicated in an Officer’s Certificate,
the Company shall have offered to purchase all or any principal amount of the Debt Securities then Outstanding of any series, or
any Tranche thereof, and less than all of such Debt Securities as to which such offer was made shall have been tendered to the
Company for such purchase, the Trustee, if so directed by Company Order, shall select for redemption all or any principal amount
of such Debt Securities that have not been so tendered.


 


If the Debt Securities
are then held in the form of a Global Security, the Debt Securities to be redeemed shall be selected in accordance with the customary
procedures of the Depositary.


 


The Trustee shall promptly
notify the Company and the Debt Security Registrar in writing of the Debt Securities selected for redemption and, in the case of
any Debt Securities selected to be redeemed in part, the principal amount thereof to be redeemed.


 


For all purposes of
this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Debt Securities shall relate,
in the case of any Debt Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Debt
Securities that has been or is to be redeemed.


 


		Section	4.04.     
Notice of Redemption.



 


Notice of redemption
shall be given in the manner provided in Section 1.06 to the Holders of the Debt Securities to be redeemed not less
than 30 nor more than 60 days prior to the Redemption Date.


 


All notices of redemption
shall state:


 


(a)              
the Redemption Date,


 


(b)              
the Redemption Price,


 


(c)              
if less than all the Debt Securities of any series or Tranche are to be redeemed, the identification of the particular Debt
Securities to be redeemed and the portion of the principal amount of any Debt Security to be redeemed in part,


 


(d)              
that on the Redemption Date, the Redemption Price, together with accrued interest (including Additional Interest), if any,
to the Redemption Date, will become due and payable upon each such Debt Security to be redeemed and, if applicable and provided
that the Redemption Price is received by the Paying Agent or Agents on or prior to the Redemption Date, that interest (including
any Additional Interest) thereon will cease to accrue on and after said date,


 


________________________


		*	Bracketed language throughout this Indenture will be inserted in the Indenture in the event that
subordinated Debt Securities are issued.



 






    30


     


    

 


(e)              
the place or places where such Debt Securities are to be surrendered for payment of the Redemption Price and accrued interest,
if any, unless it shall have been specified as contemplated by Section 3.01 with respect to such Debt Securities that
such surrender shall not be required,


 


(f)               
that the redemption is for a sinking or other fund, if such is the case, and


 


(g)              
such other matters as the Company shall deem desirable or appropriate (including CUSIP numbers with respect to such Debt
Securities, if the Company shall so elect, in which event such notice of redemption may contain a disclaimer as to the correctness
of such numbers either as printed on the Debt Securities or on such notice of redemption).


 


Unless otherwise specified with respect
to any Debt Securities in accordance with Section 3.01, with respect to any notice of redemption of Debt Securities
at the election of the Company, unless, upon the giving of such notice, such Debt Securities shall be deemed to have been paid
in accordance with Section 7.01, such notice may state that such redemption shall be conditional upon the receipt by
the Paying Agent or Agents for such Debt Securities, on or prior to the date fixed for such redemption, of money sufficient to
pay the principal of and premium, if any, and interest (including Additional Interest), if any, on such Debt Securities and that
if such money shall not have been so received such notice shall be of no force or effect and the Company shall not be required
to redeem such Debt Securities. In the event that such notice of redemption contains such a condition and such money is not so
received, the redemption shall not be made and within a reasonable time thereafter notice shall be given, in the manner in which
the notice of redemption was given, that such money was not so received and such redemption was not required to be made, and the
Paying Agent or Agents for the Debt Securities otherwise to have been redeemed shall promptly return to the Holders thereof any
of such Debt Securities that had been surrendered for payment upon such redemption.


 


Notice of redemption
of Debt Securities to be redeemed at the election of the Company, and any notice of non-satisfaction of a condition for redemption
as aforesaid, shall be given by the Company or, at the Company’s request, by the Debt Security Registrar in the name and
at the expense of the Company. Notice of mandatory redemption of Debt Securities shall be given by the Debt Security Registrar
in the name and at the expense of the Company.


 


		Section	4.05.     
Debt Securities Payable on Redemption Date.



 


Notice of redemption
having been given as aforesaid, and the conditions, if any, set forth in such notice having been satisfied, the Debt Securities
or portions thereof so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified,
and from and after such date (unless, in the case of an unconditional notice of redemption, the Company shall default in the payment
of the Redemption Price and accrued interest (including Additional Interest), if any) such Debt Securities or portions thereof,
if interest-bearing, shall cease to bear interest. Upon surrender of any such Debt Security for redemption in accordance with such
notice, such Debt Security or portion thereof shall be paid by the Company at the Redemption Price, together with accrued interest
(including Additional Interest), if any, to the Redemption Date; provided, however, that no such surrender shall be a condition
to such payment if so specified as contemplated by Section 3.01 with respect to such Debt Security; and provided,
further, that except as otherwise specified as contemplated by Section 3.01 with respect to such Debt Security,
any installment of interest on any Debt Security the Stated Maturity of which installment is on or prior to the Redemption Date
shall be payable to the Holder of such Debt Security, or one or more Predecessor Debt Securities, registered as such at the close
of business on the related Regular Record Date according to the terms of such Debt Security and subject to the provisions of Section
3.07.


 


________________________


		*	Bracketed language throughout this Indenture will be inserted in the Indenture in the event that
subordinated Debt Securities are issued.



 






    31


     


    

 


		Section	4.06.     
Debt Securities Redeemed in Part.



 


Upon the surrender
of any Debt Security that is to be redeemed only in part at a Place of Payment therefor (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing), the Company shall execute, and the Trustee shall authenticate
and deliver to the Holder of such Debt Security, without service charge, a new Debt Security or Debt Securities of the same series
and Tranche, of any authorized denomination requested by such Holder and of like tenor and in aggregate principal amount equal
to and in exchange for the unredeemed portion of the principal of the Debt Security so surrendered.


 


Article
V

SINKING FUNDS


 


		Section	5.01.     
Applicability of Article.



 


The provisions of this
Article shall be applicable to any sinking fund for the retirement of the Debt Securities of any series, or any Tranche thereof,
except as otherwise specified as contemplated by Section 3.01 for Debt Securities of such series or Tranche.


 


The minimum amount of
any sinking fund payment provided for by the terms of Debt Securities of any series, or any Tranche thereof, is herein referred
to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms
of Debt Securities of any series, or any Tranche thereof, is herein referred to as an “optional sinking fund payment.”
If provided for by the terms of Debt Securities of any series, or any Tranche thereof, the cash amount of any sinking fund payment
may be subject to reduction as provided in Section 5.02. Each sinking fund payment shall be applied to the redemption
of Debt Securities of the series or Tranche in respect of which it was made as provided for by the terms of such Debt Securities.


 


________________________


		*	Bracketed language throughout this Indenture will be inserted in the Indenture in the event that
subordinated Debt Securities are issued.



 






    32


     


    

 


		Section	5.02.     
Satisfaction of Sinking Fund Payments with Debt Securities.



 


The Company (a) may
deliver to the Trustee Outstanding Debt Securities (other than any previously called for redemption) of a series or Tranche in
respect of which a mandatory sinking fund payment is to be made and (b) may apply as a credit Debt Securities of such series
or Tranche that have been purchased by the Company or redeemed either at the election of the Company pursuant to the terms of such
Debt Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Debt Securities,
in each case in satisfaction of all or any part of such mandatory sinking fund payment; provided, however, that no Debt
Securities shall be applied in satisfaction of a mandatory sinking fund payment if such Debt Securities shall have been previously
so applied. Debt Securities so applied shall be received and credited for such purpose by the Trustee at the Redemption Price specified
in such Debt Securities for redemption through operation of the sinking fund and the amount of such mandatory sinking fund payment
shall be reduced accordingly.


 


		Section	5.03.     
Redemption of Debt Securities for Sinking Fund.



 


Not less than 45 days
prior to each sinking fund payment date for the Debt Securities of any series, or any Tranche thereof, the Company shall deliver
to the Trustee an Officer’s Certificate specifying:


 


(a)              
the amount of the next succeeding mandatory sinking fund payment for such series or Tranche;


 


(b)              
the amount, if any, of the optional sinking fund payment to be made together with such mandatory sinking fund payment;


 


(c)              
the aggregate sinking fund payment;


 


(d)              
the portion, if any, of such aggregate sinking fund payment that is to be satisfied by the payment of cash; and


 


(e)              
the portion, if any, of such aggregate sinking fund payment that is to be satisfied by delivering and crediting Debt Securities
of such series or Tranche pursuant to Section 5.02 and stating the basis for such credit and that such Debt Securities
have not previously been so credited, and, if it has not already done so, the Company shall also deliver to the Trustee any Debt
Securities to be so delivered.


 


If the Company shall
not have delivered such Officer’s Certificate and, to the extent applicable, all such Debt Securities, on or prior to the
45th day prior to such sinking fund payment date, the sinking fund payment for such series or Tranche in respect of such sinking
fund payment date shall be made entirely in cash in the amount of the mandatory sinking fund payment. Not less than 30 days before
each such sinking fund payment date the Trustee shall select the Debt Securities to be redeemed upon such sinking fund payment
date in the manner specified in Section 4.03 and the Debt Security Registrar shall cause notice of the redemption thereof
to be given in the name of and at the expense of the Company in the manner provided in Section 4.04. Such notice having
been duly given, the redemption of such Debt Securities shall be made upon the terms and in the manner stated in Sections 4.05
and 4.06.


 


________________________


		*	Bracketed language throughout this Indenture will be inserted in the Indenture in the event that
subordinated Debt Securities are issued.



 






    33


     


    

 


Article
VI

COVENANTS


 


		Section	6.01.     
Payment of Principal, Premium and Interest.



 


The Company shall pay
the principal of and premium, if any, and interest, if any, on the Debt Securities of each series in accordance with the terms
of such Debt Securities and this Indenture.


 


		Section	6.02.     
Maintenance of Office or Agency.



 


The Company shall maintain
in each Place of Payment for the Debt Securities of each series, or any Tranche thereof, an office or agency where payment of such
Debt Securities shall be made, where the registration of transfer or exchange of such Debt Securities may be effected and where
notices and demands to or upon the Company in respect of such Debt Securities and this Indenture may be served. The Company shall
give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency and prompt
notice to the Holders of any such change in the manner specified in Section 1.06. If at any time the Company shall
fail to maintain any such required office or agency in respect of Debt Securities of any series, or any Tranche thereof, or shall
fail to furnish the Trustee with the address thereof, payment of such Debt Securities shall be made, registration of transfer or
exchange thereof may be effected and notices and demands in respect thereof may be served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent for all such purposes in any such event.


 


The Company may also
from time to time designate one or more other offices or agencies with respect to the Debt Securities of one or more series, or
any Tranche thereof, for any or all of the foregoing purposes and may from time to time rescind such designations; provided,
however, that, unless otherwise specified as contemplated by Section 3.01 with respect to the Debt Securities of
such series or Tranche no such designation or rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency for such purposes in each Place of Payment for such Debt Securities in accordance with the requirements set
forth above. The Company shall give prompt written notice to the Trustee, and prompt notice to the Holders in the manner specified
in Section 1.06, of any such designation or rescission and of any change in the location of any such other office or
agency.


 


Anything herein to
the contrary notwithstanding, any office or agency required by this Section may be maintained at an office of the Company, in which
event the Company shall perform all functions to be performed at such office or agency.


 


		Section	6.03.     
Money for Debt Securities Payments to be Held in Trust.





 


If the Company shall
at any time act as its own Paying Agent with respect to the Debt Securities of any series, or any Tranche thereof, it shall, on
or before each due date of the principal of and premium, if any, and interest (including Additional Interest), if any, on any of
such Debt Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal
and premium or interest (including Additional Interest) so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided. The Company shall promptly notify the Trustee of any failure by the Company (or any other obligor
on such Debt Securities) to make any payment of principal of or premium, if any, or interest (including Additional Interest), if
any, on such Debt Securities.


 


________________________


		*	Bracketed language throughout this Indenture will be inserted in the Indenture in the event that
subordinated Debt Securities are issued.



 






    34


     


    





 


Whenever the Company
shall have one or more Paying Agents for the Debt Securities of any series, or any Tranche thereof, it shall, on or before each
due date of the principal of and premium, if any, and interest (including Additional Interest), if any, on such Debt Securities,
deposit with such Paying Agents sums sufficient (without duplication) to pay the principal and premium or interest (including Additional
Interest) so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest
(including Additional Interest), and (unless such Paying Agent is the Trustee) the Company shall promptly notify the Trustee of
any failure by it so to act.


 


The Company shall cause
each Paying Agent for the Debt Securities of any series, or any Tranche thereof, other than the Company or the Trustee, to execute
and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of
this Section, that such Paying Agent shall:


 


(a)              
hold all sums held by it for the payment of the principal of and premium, if any, or interest (including Additional Interest),
if any, on such Debt Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such
Persons or otherwise disposed of as herein provided;


 


(b)              
give the Trustee notice of any failure by the Company (or any other obligor upon such Debt Securities) to make any payment
of principal of or premium, if any, or interest, (including Additional Interest) if any, on such Debt Securities; and


 


(c)              
at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee
all sums so held in trust by such Paying Agent and furnish to the Trustee such information as it possesses regarding the names
and addresses of the Persons entitled to such sums.


 


The Company may at
any time pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such
Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent and, if so stated in a Company Order delivered to the Trustee, in accordance with the provisions of Article
VII; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability
with respect to such money.


 


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 and
premium, if any, or interest (including Additional Interest), if any, on any Debt Security and remaining unclaimed for two
years after such principal and premium, if any, or interest (including Additional Interest) has become due and payable shall
be paid to the Company on Company Request, or, if then held by the Company, shall be discharged from such trust; and, upon
such payment or discharge, the Holder of such Debt Security shall, as an unsecured general creditor and not as a Holder of an
Outstanding Debt Security, look only to the Company for payment of the amount so due and payable and remaining unpaid, 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, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such payment to the Company, may at the expense of the Company cause to be mailed, on one occasion only,
notice to such Holder that such money remains unclaimed and that, after a date specified therein, which shall not be less
than 30 days from the date of such mailing, any unclaimed balance of such money then remaining will be paid to the
Company.


 





 






		*	Bracketed language throughout this Indenture will be
inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






    35


     


    

 


		Section	6.04.     
Corporate Existence.



 


Subject to the rights
of the Company under Article XI, the Company shall do or cause to be done all things necessary to preserve and keep
in full force and effect its corporate existence.


 


		Section	6.05.     
Maintenance of Properties.



 


The Company shall cause
(or, with respect to property owned in common with others, make reasonable effort to cause) all its properties used or useful in
the conduct of its business to be maintained and kept in good condition, repair and working order and shall cause (or, with respect
to property owned in common with others, make reasonable effort to cause) to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as, in the judgment of the Company, may be necessary so that the business carried on
in connection therewith may be properly conducted; provided, however, that nothing in this Section shall prevent the Company
from discontinuing, or causing the discontinuance of, the operation and maintenance of any of its properties if such discontinuance
is, in the judgment of the Company, desirable in the conduct of its business.


 


		Section	6.06.     
Annual Officer’s Certificate as to Compliance.



 


Not later than                    in
each year, commencing              , the Company shall deliver
to the Trustee an Officer’s Certificate, which need not comply with Section 1.02, executed by the principal executive
officer, the principal financial officer or the principal accounting officer of the Company, stating whether, to such officer’s
knowledge, the Company is in compliance with all conditions and covenants under this Indenture, such compliance to be determined
without regard to any period of grace or requirement of notice under this Indenture, and making any other statements as may be
required by the provisions of Section 314(a)(4) of the Trust Indenture Act.


 





 






		*	Bracketed language throughout this Indenture will be
inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






    36


     


    

 


		Section	6.07.     
Waiver of Certain Covenants.



 


The Company may omit
in any particular instance to comply with any term, provision or condition set forth in (a) Section 6.02 or any additional
covenant or restriction specified with respect to the Debt Securities of any series, or any Tranche thereof, as contemplated by Section
3.01 if before the time for such compliance the Holders of at least a majority in aggregate principal amount of the Outstanding
Debt Securities of all series and Tranches with respect to which compliance with Section 6.02 or such additional covenant
or restriction is to be omitted, considered as one class, shall, by Act of such Holders, either waive such compliance in such instance
or generally waive compliance with such term, provision or condition and (b) Sections 6.04, 6.05, 6.06
or Article XI if before the time for such compliance the Holders of at least a majority in principal amount of Debt
Securities Outstanding under this Indenture shall, by Act of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition; but, in the case of (a) or (b), no such waiver shall extend
to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.


 


Article
VII

SATISFACTION AND DISCHARGE


 


		Section	7.01.     
Satisfaction and Discharge of Debt Securities.



 


Any Debt Security or
Debt Securities, or any portion of the principal amount thereof, shall be deemed to have been paid for all purposes of this Indenture,
and the entire indebtedness of the Company in respect thereof shall be deemed to have been satisfied and discharged, if there shall
have been irrevocably deposited with the Trustee or any Paying Agent (other than the Company), in trust:


 


(a)              
money in an amount that shall be sufficient, or


 


(b)              
in the case of a deposit made prior to the Maturity of such Debt Securities or portions thereof, Eligible Obligations, which
shall not contain provisions permitting the redemption or other prepayment thereof at the option of the issuer thereof, the principal
of and the interest on that when due, without any regard to reinvestment thereof, will provide moneys which, together with the
money, if any, deposited with or held by the Trustee or such Paying Agent, shall be sufficient, or


 


(c)              
a combination of (a) or (b) that shall be sufficient,


 


to pay when due the principal of and
premium, if any, and interest (including Additional Interest), if any, due and to become due on such Debt Securities or
portions thereof on or prior to Maturity; provided, however, that in the case of the provision for payment or
redemption of less than all the Debt Securities of any series or Tranche, such Debt Securities or portions thereof shall have
been selected by the Trustee as provided herein and, in the case of a redemption, the notice requisite to the validity of
such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give
such notice, under arrangements satisfactory to the Trustee; and provided, further, that the Company shall have
delivered to the Trustee and such Paying Agent:


 





 










		*	Bracketed language throughout this Indenture will be
inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






    37


     


    

 


(x)       if
such deposit shall have been made prior to the Maturity of such Debt Securities, a Company Order stating that the money and Eligible
Obligations deposited in accordance with this Section shall be held in trust, as provided in Section 7.03;


 


(y)       if
Eligible Obligations shall have been deposited, an Opinion of Counsel that the obligations so deposited constitute Eligible Obligations
and do not contain provisions permitting the redemption or other prepayment at the option of the issuer thereof, and an opinion
of an independent public accountant of nationally recognized standing, selected by the Company, to the effect that the requirements
set forth in clause (b) above have been satisfied; and


 


(z)       if
such deposit shall have been made prior to the Maturity of such Debt Securities, an Officer’s Certificate stating the Company’s
intention that, upon delivery of such Officer’s Certificate, its indebtedness in respect of such Debt Securities or portions
thereof will have been satisfied and discharged as contemplated in this Section.


 


If the Company shall
make any deposit of money and/or Eligible Obligations with respect to any Debt Securities, or any portion of the principal amount
thereof, as contemplated by this section, the Company shall not deliver an Officer’s Certificate described in clause (z) above
unless the Company shall also deliver to the Trustee, together with such Officer’s Certificate, an Opinion of Counsel to
the effect that, as a result of a change in law occurring after the date of this Indenture, the Holders of such Debt Securities,
or portions thereof, will not recognize income, gain or loss for United States federal income tax purposes as a result of the satisfaction
and discharge of the Company’s indebtedness in respect thereof and will be subject to United States federal income tax on
the same amounts, at the same times and in the same manner as if such satisfaction and discharge had not been effected.


 


Upon the deposit of
money or Eligible Obligations, or both, in accordance with this Section, together with the documents required by clauses (x),
(y) and (z) above, the Trustee shall, upon receipt of a Company Request, acknowledge in writing that the Debt Security or
Debt Securities or portions thereof with respect to which such deposit was made are deemed to have been paid for all purposes
of this Indenture and that the entire indebtedness of the Company in respect thereof has been satisfied and discharged as contemplated
in this Section. In the event that all of the conditions set forth in the first paragraph of this Section shall have been
satisfied in respect of any Debt Securities or portions thereof except that, for any reason, the Officer’s Certificate specified
in clause (z) shall not have been delivered, such Debt Securities or portions thereof shall nevertheless be deemed to
have been paid for all purposes of this Indenture, and the Holders of such Debt Securities or portions thereof shall nevertheless
be no longer entitled to the benefits of this Indenture or of any of the covenants of the Company under Article VI
(except the covenants contained in Sections 6.02 and 6.03) or any other covenants made in respect
of such Debt Securities or portions thereof as contemplated by Section 3.01, but the indebtedness of the Company in
respect of such Debt Securities or portions thereof shall not be deemed to have been satisfied and discharged prior to Maturity
for any other purpose, and the Holders of such Debt Securities or portions thereof shall continue to be entitled to look to the
Company for payment of the indebtedness represented thereby; and, upon receipt of a Company Request, the Trustee shall acknowledge
in writing that such Debt Securities or portions thereof are deemed to have been paid for all purposes of this Indenture.


 





 






		*	Bracketed language throughout this Indenture will be
inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






    38


     


    

 


If payment at Stated
Maturity of less than all of the Debt Securities of any series, or any Tranche thereof, is to be provided for in the manner and
with the effect provided in this Section, the Trustee shall select such Debt Securities, or portions of principal amount thereof,
in the manner specified by Section 4.03 for selection for redemption of less than all the Debt Securities of a series
or Tranche.


 


In the event that Debt
Securities that shall be deemed to have been paid for purposes of this Indenture, and, if such is the case, in respect of which
the Company’s indebtedness shall have been satisfied and discharged, all as provided in this Section, do not mature and are
not to be redeemed within the 60 day period commencing with the date of the deposit of moneys or Eligible Obligations, as aforesaid,
the Company shall, as promptly as practicable, give a notice, in the same manner as a notice of redemption with respect to such
Debt Securities, to the Holders of such Debt Securities to the effect that such deposit has been made and the effect thereof.


 


Notwithstanding that
any Debt Securities shall be deemed to have been paid for purposes of this Indenture, as aforesaid, the obligations of the Company
and the Trustee in respect of such Debt Securities under Sections 3.04, 3.05, 3.06, 4.04, 5.03
(as to notice of redemption), Section 6.02, 6.03, 9.07, 9.14 and 9.15 and this Article
shall survive.


 


The Company shall pay,
and shall indemnify the Trustee or any Paying Agent with which Eligible Obligations shall have been deposited as provided in this
Section against any tax, fee or other charge imposed on or assessed against such Eligible Obligations or the principal or interest
received in respect of such Eligible Obligations, including, but not limited to, any such tax payable by any entity deemed, for
tax purposes, to have been created as a result of such deposit.


 


Anything herein to
the contrary notwithstanding, (a) if, at any time after a Debt Security would be deemed to have been paid for purposes of
this Indenture, and, if such is the case, the Company’s indebtedness in respect thereof would be deemed to have been satisfied
or discharged, pursuant to this Section (without regard to the provisions of this paragraph), the Trustee or any Paying Agent,
as the case may be, shall be required to return the money or Eligible Obligations, or combination thereof, deposited with it as
aforesaid to the Company or its representative under any applicable federal or state bankruptcy, insolvency or other similar law,
such Debt Security shall thereupon be deemed retroactively not to have been paid and any satisfaction and discharge of the Company’s
indebtedness in respect thereof shall retroactively be deemed not to have been effected, and such Debt Security shall be deemed
to remain Outstanding and (b) any satisfaction and discharge of the Company’s indebtedness in respect of any Debt Security
shall be subject to the provisions of the last paragraph of Section 6.03.


 





 






		*	Bracketed language throughout this Indenture will be
inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






    39


     


    

 


		Section	7.02.     
Satisfaction and Discharge of Indenture.



 


This Indenture shall
upon Company Request cease to be of further effect (except as hereinafter expressly provided), and the Trustee, at the expense
of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when


 


(a)              
no Debt Securities remain Outstanding hereunder; and


 


(b)              
the Company has paid or caused to be paid all other sums payable hereunder by the Company;


 


provided, however, that if, in accordance
with the last paragraph of Section 7.01, any Debt Security, previously deemed to have been paid for purposes of
this Indenture, shall be deemed retroactively not to have been so paid, this Indenture shall thereupon be deemed retroactively
not to have been satisfied and discharged, as aforesaid, and to remain in full force and effect, and the Company shall execute
and deliver such instruments as the Trustee shall reasonably request to evidence and acknowledge the same.


 


Notwithstanding the
satisfaction and discharge of this Indenture as aforesaid, the obligations of the Company and the Trustee under Sections 3.04, 3.05, 3.06, 4.04, 5.03
(as to notice of redemption), 6.02, 6.03, 9.07, 9.14 and 9.15 and this Article shall
survive.


 


Upon satisfaction and
discharge of this Indenture as provided in this Section, the Trustee shall assign, transfer and turn over to the Company, subject
to the lien provided by Section 9.07, any and all money, securities and other property then held by the Trustee for
the benefit of the Holders of the Debt Securities other than money and Eligible Obligations held by the Trustee pursuant to Section
7.03.


 


		Section	7.03.     
Application of Trust Money.



 


Neither the Eligible
Obligations nor the money deposited pursuant to Section 7.01, nor the principal or interest payments on any such Eligible
Obligations, shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal
of, and premium, if any, and interest (including Additional Interest), if any, on, the Debt Securities or portions of principal
amount thereof in respect of which such deposit was made, all subject, however, to the provisions of Section 6.03;
provided, however, that, so long as there shall not have occurred and be continuing an Event of Default, or an event that,
with the giving of notice or the passage of time, would become an Event of Default, any cash received from such principal or interest
payments on such Eligible Obligations, if not then needed for such purpose, shall, to the extent practicable, be invested in Eligible
Obligations of the type described Section 7.01(b) maturing at such times and in such amounts as shall be sufficient
to pay when due the principal of and premium, if any, and interest (including Additional Interest), if any, due and to become due
on such Debt Securities or portions thereof on and prior to the Maturity thereof, and interest earned from such reinvestment shall
be paid over to the Company as received, free and clear of any trust, lien or pledge under this Indenture except the lien provided
by Section 9.07; and provided, further, that, so long as there shall not have occurred and be continuing an Event
of Default, or an event that, with the giving of notice or the passage of time, would become an Event of Default, any moneys held
in accordance with this Section on the Maturity of all such Debt Securities in excess of the amount required to pay the principal
of and premium, if any, and interest (including Additional Interest), if any, then due on such Debt Securities shall be paid over
to the Company free and clear of any trust, lien or pledge under this Indenture except the lien provided by Section 9.07;
and provided, further, that if an Event of Default, or an event that, with the giving of notice or the passage of time,
would become an Event of Default, shall have occurred and be continuing, moneys to be paid over to the Company pursuant to this
Section shall be held until such Event of Default, or event that, with the giving of notice or the passage of time, would become
an Event of Default, shall have been waived or cured.


 





 






		*	Bracketed language throughout this Indenture will be
inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






    40


     


    

 


Article
VIII

EVENTS OF DEFAULT; REMEDIES


 


		Section	8.01.     
Events of Default.



 


“Event of
Default,” wherever used herein with respect to Debt Securities of any series, means any one of the following events:


 


(a)              
failure to pay interest (including Additional Interest), if any, on any Debt Security of such series within 30 days after
the same becomes due and payable [(whether or not payment is prohibited by the provisions of Article XV hereof);]*
[provided, however, that a valid extension of the interest payment period by the Company as contemplated in Section
3.12 of this Indenture shall not constitute a failure to pay interest for this purpose] *; or


 


(b)              
failure to pay the principal of or premium, if any, on any Debt Security of such series when due and payable under this
Indenture [(whether or not payment is prohibited by the provisions of Article XV hereof)] *; or


 


(c)              
failure to make any sinking fund payment with respect to such series when due; or


 


(d)              
failure to perform or breach of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty
a default in the performance of which or breach of which is elsewhere in this Section specifically dealt with or which has expressly
been included in this Indenture solely for the benefit of one or more series of Debt Securities other than such series) for a period
of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee, or to the Company and the
Trustee by the Holders of at least 33% in principal amount of the Outstanding Debt Securities of such series, a written notice
specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default”
hereunder, unless the Trustee, or the Trustee and the Holders of a principal amount of Debt Securities of such series not less
than the principal amount of Debt Securities the Holders of which gave such notice, as the case may be, shall agree in writing
to an extension of such period prior to its expiration; provided, however, that the Trustee, or the Trustee and the Holders
of such principal amount of Debt Securities of such series, as the case may be, shall be deemed to have agreed to an extension
of such period for a maximum of one hundred twenty (120) days if corrective action is initiated by the Company within such period
and is being diligently pursued; or


 





 






		*	Bracketed language throughout this Indenture will be
inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






    41


     


    

 


(e)              
the entry by a court having jurisdiction in the premises of (1) a decree or order for relief in respect of the Company
in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar
law or (2) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition by one
or more Persons other than the Company seeking reorganization, arrangement, adjustment or composition of or in respect of the Company
under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or
other similar official for the Company or for any substantial part of its property, or ordering the winding up or liquidation of
its affairs, and any such decree or order for relief or any such other decree or order shall have remained unstayed and in effect
for a period of 90 consecutive days; or


 


(f)               
the commencement by the Company of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent
by it to the entry of a decree or order for relief in respect of the Company in a case or proceeding under any applicable federal
or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case
or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable
federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or of any substantial part of its property,
or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its
debts generally as they become due, or the authorization of such action by the Board of Directors; or


 


(g)              
any other Event of Default specified with respect to Debt Securities of such series.


 


		Section	8.02.     
Acceleration of Maturity; Rescission and Annulment.



 


If an Event of Default
due to the default in payment of principal of, or premium, if any, or interest (including Additional Interest) on, any series of
Debt Securities or due to the default in the performance or breach of any other covenant or warranty of the Company applicable
to the Debt Securities of such series but not applicable to all Outstanding Debt Securities shall have occurred and be continuing,
either the Trustee or the Holders of not less than 33% in principal amount of the Debt Securities of such series may then declare
the principal amount (or, if any of the Debt Securities of such series are Discount Debt Securities, such portion of the principal
amount as may be specified in the terms thereof as contemplated by Section 3.01) of all Debt Securities of such series
and premium, if any, and interest (including Additional Interest) accrued thereon to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by the Holders). If an Event of Default due to default in the performance
of any other of the covenants or warranties herein applicable to all Outstanding Debt Securities or an Event of Default specified
in Sections 8.01(e) or (f) shall have occurred and be continuing, either the Trustee or the Holders of
not less than 33% in principal amount of all Debt Securities then Outstanding (considered as one class), and not the Holders of
the Debt Securities of any one of such series, may declare the principal amount (or, if any of the Debt Securities are Discount
Debt Securities, such portion of the principal amount of such Debt Securities as may be specified in the terms thereof as contemplated
by Section 3.01) of all Debt Securities and premium, if any, and interest accrued thereon to be due and payable immediately,
by a notice in writing to the Company (and to the Trustee if given by the Holders). As a consequence of each such declaration (herein
referred to as a declaration of acceleration) with respect to Debt Securities of any series, the principal amount (or portion thereof
in the case of Discount Debt Securities) of such Debt Securities, premium, if any, and interest (including Additional Interest)
accrued thereon shall become due and payable immediately [(provided that the payment of principal of such Debt Securities shall
remain subordinated to the extent provided in Article XV hereof)] *.


 





 






		*	Bracketed language throughout this Indenture will be
inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






    42


     


    

 


With respect to a series
of Debt Securities to which a credit enhancement is applicable, the applicable supplemental indenture may provide that the provider
of such credit enhancement may, if default has occurred and is continuing with respect to such series, and subject to certain conditions,
have all the rights with respect to remedies that would otherwise have been exercisable by the Holders of Debt Securities of that
series.


 


At any time after such
a declaration of acceleration with respect to Debt Securities of any series shall have been made and before a judgment or decree
for payment of the money due shall have been obtained by the Trustee as hereinafter in this Article provided, the Event or Events
of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such
declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if


 


(a)          
the Company shall have paid or deposited with the Trustee a sum sufficient to pay


 


(1)              
all overdue interest on all Debt Securities of such series;


 


(2)              
the principal of and premium, if any, on any Debt Securities of such series that have become due otherwise than by such
declaration of acceleration and interest (including Additional Interest) thereon at the rate or rates prescribed therefor in such
Debt Securities;


 


(3)              
to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor
in such Debt Securities;


 


(4)              
all amounts due to the Trustee under Section 9.07; and


 


(b)          
any other Event or Events of Default with respect to Debt Securities of such series, other than the non-payment of the principal
of Debt Securities of such series that shall have become due solely by reason of such declaration of acceleration, shall have been
cured or waived as provided in Section 8.13.


 





 






Bracketed
language throughout this Indenture will be inserted in the Indenture in the event that subordinated Debt Securities are issued.


 






    43


     


    

 


No such rescission shall affect any subsequent
Event of Default or impair any right consequent thereon.


 


		Section	8.03.     
Collection of Indebtedness and Suits for Enforcement by Trustee.



 


If an Event of Default
described in clause (a), (b) or (c)of Section 8.01 shall have occurred and be continuing, the Company
shall, upon demand of the Trustee, pay to it, for the benefit of the Holders of the Debt Securities of the series with respect
to which such Event of Default shall have occurred, the whole amount then due and payable on such Debt Securities for principal
and premium, if any, and interest, if any, and, to the extent permitted by law, (i) interest on premium, if any, (ii) interest
on any overdue principal and (iii) Additional Interest, at the rate or rates prescribed therefor in such Debt Securities,
and, in addition thereto, such further amount as shall be sufficient to cover any amounts due to the Trustee under Section
9.07.


 


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


 


If an Event of Default
with respect to Debt Securities of any series shall have occurred and be continuing, the Trustee may in its discretion proceed
to protect and enforce its rights and the rights of the Holders of Debt Securities of such series under the Indenture by such appropriate
judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.


 


		Section	8.04.     
Trustee May File Proofs of Claim.



 


In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Debt Securities or the property of the Company or of such other
obligor or their creditors, the Trustee (irrespective of whether the principal of the Debt Securities shall then be due and payable
as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest (including Additional Interest)) shall be entitled and empowered, by intervention
in such proceeding or otherwise,


 





 






		*	Bracketed language throughout this Indenture will be
inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






    44


     


    

 


(a)              
to file and prove a claim for the whole amount of principal, premium, if any, and interest (including Additional Interest),
if any, owing and unpaid in respect of the Debt Securities and to file such other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee (including any claim for amounts due to the Trustee under Section 9.07)
and of the Holders allowed in such judicial proceeding, and


 


(b)              
to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same,


 


and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official 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 amounts due it under Section 9.07.


 


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 Debt Securities or the rights of any Holder thereof or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceeding.


 


		Section	8.05.     
Trustee May Enforce Claims without Possession of Debt Securities.



 


All rights of action
and claims under this Indenture or the Debt Securities may be prosecuted and enforced by the Trustee without the possession of
any of the Debt Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders in respect of which such judgment has been recovered.


 


		Section	8.06.     
Application of Money Collected.



 


[Subject to the provisions
of Article XV,]* any money collected by the Trustee pursuant to this Article shall be applied in the following order,
at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or premium, if
any, or interest (including Additional Interest), if any, upon presentation of the Debt Securities in respect of which or for the
benefit of which such money shall have been collected and the notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:


 


FIRST: To the payment
of all amounts due the Trustee under Section 9.07;


 


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


 





 






		*	Bracketed language throughout this Indenture will be
inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






    45


     


    

 


THIRD: To the payment
of the remainder, if any, to the Company, or to whomsoever may be lawfully entitled to receive the same or as a court of competent
jurisdiction may direct.


 


		Section	8.07.     
Limitation on Suits.



 


No Holder shall have
any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless:


 


(a)              
such Holder shall have previously given written notice to the Trustee of a continuing Event of Default with respect to the
Debt Securities of such series;


 


(b)              
the Holders of not less than a majority in aggregate principal amount of the Outstanding Debt Securities of all series in
respect of which an Event of Default shall have occurred and be continuing, considered as one class, shall have made written request
to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 


(c)              
such Holder or Holders shall have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities
to be incurred in compliance with such request;


 


(d)              
the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute
any such proceeding; and


 


(e)              
no direction inconsistent with such written request shall have been given to the Trustee during such 60-day period by the
Holders of a majority in aggregate principal amount of the Outstanding Debt Securities of all series in respect of which an Event
of Default shall have occurred and be continuing, considered as one class;


 


it being understood and intended that no
one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other of such Holders or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and
for the equal and ratable benefit of all of such Holders.


 


		Section	8.08.     
Unconditional Right of Holders to Receive Principal, Premium and Interest.



 


Notwithstanding any
other provision in this Indenture, the Holder of any Debt Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and premium, if any, and (subject to Section 3.07 [and 3.12] *) interest
(including Additional Interest), if any, on such Debt Security on the Stated Maturity or Maturities expressed in such Debt Security
(or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.


 





 






		*	Bracketed language throughout this Indenture will be
inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






    46


     


    

 


		Section	8.09.     
Restoration of Rights and Remedies.



 


If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding shall have been discontinued
or abandoned for any reason, or shall have been determined adversely to the Trustee or to such Holder, then and in every such case,
subject to any determination in such proceeding, the Company, Trustee and such Holder shall be restored severally and respectively
to their former positions hereunder and thereafter all rights and remedies of the Trustee and such Holder shall continue as though
no such proceeding had been instituted.


 


		Section	8.10.     
Rights and Remedies Cumulative.



 


Except as otherwise
provided in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.


 


		Section	8.11.     
Delay or Omission Not Waiver.



 


No delay or omission
of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient,
by the Trustee or by the Holders, as the case may be.


 


		Section	8.12.     
Control by Holders of Debt Securities.



 


If an Event of Default
shall have occurred and be continuing in respect of a series of Debt Securities, the Holders of a majority in principal amount
of the Outstanding Debt Securities of such series shall have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Debt Securities
of such series; provided, however, that if an Event of Default shall have occurred and be continuing with respect to more
than one series of Debt Securities, the Holders of a majority in aggregate principal amount of the Outstanding Debt Securities
of all such series, considered as one class, shall have the right to make such direction, and not the Holders of the Debt Securities
of any one of such series; and provided, further, that


 





 






		*	Bracketed language throughout this Indenture will be
inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






    47


     


    

 


(a)              
such direction shall not be in conflict with any rule of law or with this Indenture, and may not involve the Trustee in
personal liability in circumstances where indemnity would not in the Trustee’s reasonable discretion be adequate, and


 


(b)              
the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.


 


Before proceeding to
exercise any right or power hereunder at the direction of such Holders, the Trustee shall be entitled to receive from such Holders
reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance with any
such direction.


 


		Section	8.13.     
Waiver of Past Defaults.



 


The Holders of not
less than a majority in principal amount of the Outstanding Debt Securities of any series may on behalf of the Holders of all the
Debt Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default


 


(a)           
in the payment of the principal of or premium, if any, or interest (including Additional Interest), if any, on any Debt
Security of such series, or


 


(b)          
in respect of a covenant or provision hereof that under Section 12.02 cannot be modified or amended without
the consent of the Holder of each Outstanding Debt Security of such series affected.


 


Upon any such waiver,
such default shall cease to exist, and any and all Events 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	8.14.     
Undertaking for Costs.



 


The Company and the
Trustee agree, and each Holder by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against
any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee,
to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in aggregate principal amount
of the Outstanding Debt Securities of all series in respect of which such suit may be brought, considered as one class, or to any
suit instituted by any Holder for the enforcement of the payment of the principal of or premium, if any, or interest (including
Additional Interest), if any, on any Debt Security on or after the Stated Maturity or Maturities expressed in such Debt Security
(or, in the case of redemption, on or after the Redemption Date).


 





 






		*	Bracketed language throughout this Indenture will be
inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






    48


     


    

 


		Section	8.15.     
Waiver of Stay or Extension Laws.



 


The Company covenants
(to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension 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 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 had been enacted.


 


Article
IX

THE TRUSTEE


 


		Section	9.01.     
Certain Duties and Responsibilities.



 


(a)              
The Trustee shall have and be subject to all the duties and responsibilities specified with respect to an indenture trustee
in the Trust Indenture Act, and no implied covenants or obligations shall be read into this Indenture against the Trustee.


 


(b)              
The Trustee, prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default that
may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case
an Event of Default of which a Responsible Officer of the Trustee has knowledge has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise,
as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.


 


(c)              
No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct, except that prior to the occurrence of an Event of Default and after
the curing or waiving of all Events of Default that may have occurred


 


(i)                
the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the
Trustee shall not be liable except for the performance of, or failure to perform, such duties and obligations as are specifically
set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and


 


(ii)             
in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture; but, in the case of any such certificates or opinions that by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they
conform to the requirements of this Indenture.


 





 






		*	Bracketed language throughout this Indenture will be
inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






    49


     


    

 


(d)              
The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith, in accordance
with the direction of the Holders of Debt Securities pursuant to Section 8.12, relating to the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee,
under this Indenture.


 


(e)              
No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that it is not reasonably assured of receiving (i) repayment of such funds or (ii) indemnity,
in an amount deemed adequate to the Trustee in its reasonable judgment, against such risk or liability.


 


(f)               
Notwithstanding anything contained in this Indenture to the contrary, the duties and responsibilities of the Trustee under
this Indenture shall be subject to the protections, exculpations and limitations on liability afforded to the Trustee under the
provisions of the Trust Indenture Act, including those provisions of such Act deemed by such Act to be included herein.


 


(g)              
Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject to the provisions of this Section.


 


		Section	9.02.     
Notice of Defaults.



 


The Trustee shall give
the Holders notice of any default hereunder with respect to the Debt Securities of any series to the Holders of Debt Securities
of such series of which it has knowledge (within the meaning of Section 9.03(h)) in the manner and to the extent required
to do so by the Trust Indenture Act, unless such default shall have been cured or waived; provided, however, that in the
case of any default of the character specified in Section 8.01(d), no such notice to Holders shall be given until at
least 60 days after the occurrence thereof. For the purpose of this Section, the term “default” means any event that
is, or after notice or lapse of time, or both, would become, an Event of Default.


 


		Section	9.03.     
Certain Rights of Trustee.



 


Subject to the provisions
of Section 9.01 and to the applicable provisions of the Trust Indenture Act:


 


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


 





 






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inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






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(b)              
any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company
Order, or as otherwise expressly provided herein, and any resolution of the Board of Directors may be sufficiently evidenced by
a Board Resolution;


 


(c)              
whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed)
may, in the absence of bad faith on its part, rely upon an Officer’s Certificate;


 


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


 


(e)              
the Trustee shall 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 Holder pursuant to this Indenture, unless such Holder shall 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;


 


(f)               
the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall (subject
to applicable legal requirements) be entitled to examine, during normal business hours, the books, records and premises of the
Company, personally or by agent or attorney;


 


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


 


(h)              
the Trustee shall not be charged with knowledge of any default or Event of Default with respect to the Debt Securities of
any series for which it is acting as Trustee unless either (1) a Responsible Officer of the Trustee shall have knowledge of
the default or Event of Default or (2) written notice of such default or Event of Default shall have been given to the Trustee
by the Company, any other obligor on such Debt Securities or by any Holder of such Debt Securities.


 





 






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		Section	9.04.     
Not Responsible for Recitals or Issuance of Debt Securities.



 


The recitals contained
herein and in the Debt Securities (except the Trustee’s certificates of authentication) shall be taken as the statements
of the Company, and neither the Trustee nor any Authenticating Agent assumes responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or of the Debt Securities. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the Company of Debt Securities or the proceeds thereof.
The Trustee shall not incur any liability for non-performance or breach of any obligation hereunder to the extent that the Trustee
is delayed in performing, unable to perform or breaches such obligation because of acts of God, war, terrorism, fire, floods, electrical
outages or other causes reasonably beyond its control; provided, however, that the Trustee shall use commercially reasonable
efforts consistent with accepted practices for corporate trustees to maintain performance without delay or resume performance as
soon as reasonably practicable under the circumstances.


 


		Section	9.05.     
May Hold Debt Securities.



 


Each of the Trustee,
any Authenticating Agent, any Paying Agent, any Debt Security Registrar or any other agent of the Company, in its individual or
any other capacity, may become the owner or pledgee of Debt Securities and, subject to Sections 9.08 and 9.13,
may otherwise deal with the Company with the same rights it would have if it were not the Trustee, Authenticating Agent, Paying
Agent, Debt Security Registrar or such other agent.


 


		Section	9.06.     
Money Held in Trust.



 


Money held by the Trustee
in trust hereunder need not be segregated from other funds, except to the extent required by law. The Trustee shall be under no
liability for interest on investment of any money received by it hereunder except as expressly provided herein or otherwise agreed
with, and for the sole benefit of, the Company.


 


		Section	9.07.     
Compensation and Reimbursement.



 


The Company shall


 


(a)              
pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation
shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);


 


(b)              
except as otherwise expressly provided herein, reimburse the Trustee upon its request for all reasonable expenses, disbursements
and advances reasonably incurred or made by the Trustee in accordance with any provision of this Indenture, including the costs
of collection (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except to the
extent that any such expense, disbursement or advance may be attributable to its negligence, willful misconduct or bad faith; and


 





 






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(c)              
indemnify the Trustee and hold it harmless from and against any and all losses, demands, claims, liabilities, causes of
action or expenses (including reasonable attorneys’ fees and expenses) incurred by it arising out of or in connection with
the acceptance or administration of the trust or trusts hereunder or the performance of its duties hereunder, including the reasonable
costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder, except to the extent any such loss, demand, claim, liability, cause of action or expense may be
attributable to its negligence, willful misconduct or bad faith and may assume the defense of the Trustee with counsel acceptable
to the Trustee, unless the Trustee shall have been advised by counsel that there may be one or more legal defenses available to
it that are different from or additional to those available to the Company, in which case the Trustee may engage separate counsel,
and the fees and expenses of such counsel shall be assumed by the Company.


 


As security for the
performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Debt Securities upon
all property and funds held or collected by the Trustee as such other than property and funds held in trust for the payment of
principal, premium, if any, and interest on Debt Securities. “Trustee” for purposes of this Section shall include
any predecessor Trustee; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder
shall not affect the rights of any other Trustee hereunder. When a Trustee incurs expenses or renders services in connection with
an Event of Default specified in Sections 8.01(e) or (f), the expenses (including the reasonable charges
and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under
any applicable federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive termination
of this Indenture and the resignation or removal of the Trustee.


 


		Section	9.08.     
Disqualification; Conflicting Interests.



 


If the Trustee shall
have or acquire any conflicting interest within the meaning of the Trust Indenture Act, it shall either eliminate such conflicting
interest or resign to the extent, in the manner and with the effect, and subject to the conditions, provided in the Trust Indenture
Act and this Indenture. For purposes of Section 310(b)(1) of the Trust Indenture Act and to the extent permitted thereby,
the Trustee shall not be deemed to have a conflicting interest by virtue of being a Trustee under (i) this Indenture with
respect to Debt Securities of one or more series or (ii) any other indenture to which the Trustee and the Company are a party,
if any, or with respect to the securities issued thereunder, if any.


 


		Section	9.09.     
Corporate Trustee Required; Eligibility.



 


There shall at all
times be a Trustee hereunder which shall be


 


(a)              
a corporation organized and doing business under the laws of the United States, any state or territory thereof or the District
of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $100,000,000
and subject to supervision or examination by federal or state authority, or


 





 






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(b)              
if and to the extent permitted by the Commission by rule, regulation or order upon application, a corporation or other Person
organized and doing business under the laws of a foreign government, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least $100,000,000 or the Dollar equivalent of the applicable foreign currency and
subject to supervision or examination by authority of such foreign government or a political subdivision thereof substantially
equivalent to supervision or examination applicable to United States institutional trustees,


 


and, in either case, qualified and eligible
under this Article and the Trust Indenture Act. If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of such supervising or examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section,
it shall resign immediately in the manner and with the effect hereinafter specified in this Article.


 


		Section	9.10.     
Resignation and Removal; Appointment of Successor.



 


(a)              
No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section
9.11.


 


(b)              
The Trustee may resign at any time with respect to the Debt Securities of one or more series by giving written notice thereof
to the Company. If the instrument of acceptance by a successor Trustee required by Section 9.11 shall not have been
delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee with respect to the Debt Securities of such series.


 


(c)              
The Trustee may be removed at any time with respect to the Debt Securities of any series by Act of the Holders of a majority
in principal amount of the Outstanding Debt Securities of such series delivered to the Trustee and to the Company.


 


(d)              
If at any time:


 


(1)              
the Trustee shall fail to comply with Section 9.08 after written request therefor by the Company or by any Holder
who has been a bona fide Holder for at least six months, or


 


(2)              
the Trustee shall cease to be eligible under Section 9.09 and shall fail to resign after written request therefor
by the Company or by any such Holder, or


 





 






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(3)              
the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or
of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs
for the purpose of rehabilitation, conservation or liquidation,


 


then, in any such case, (x) the Company
by a Board Resolution may remove the Trustee with respect to all Debt Securities or (y) subject to Section 8.14,
any Holder who has been a bona fide Holder for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with respect to all Debt Securities and the appointment
of a successor Trustee or Trustees.


 


(e)           If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee
for any cause (other than as contemplated in clause (y) in Subsection (d) of this Section), with respect to the
Debt Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees
with respect to the Debt Securities of that or those series (it being understood that any such successor Trustee may be appointed
with respect to the Debt 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 Debt Securities of any particular series) and shall comply with the applicable requirements of Section 9.11.
If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Debt Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Debt Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed
shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 9.11,
become the successor Trustee with respect to the Debt Securities of such series and to that extent supersede the successor Trustee
appointed by the Company. If no successor Trustee with respect to the Debt Securities of any series shall have been so appointed
by the Company or the Holders and accepted appointment in the manner required by Section 9.11, any Holder who has been
a bona fide Holder of a Debt Security of such series for at least six months may, on behalf of itself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Debt Securities
of such series.


 


(f)           So
long as no event that is, or after notice or lapse of time, or both, would become, an Event of Default shall have occurred and
be continuing, and except with respect to a Trustee appointed by Act of the Holders of a majority in principal amount of the Outstanding
Debt Securities pursuant to Subsection (e) of this Section, if the Company shall have delivered to the Trustee (i) a
Board Resolution appointing a successor Trustee, effective as of a date specified therein, and (ii) an instrument of acceptance
of such appointment, effective as of such date, by such successor Trustee in accordance with Section 9.11, the Trustee
shall be deemed to have resigned as contemplated in Subsection (b) of this Section, the successor Trustee shall be deemed
to have been appointed by the Company pursuant to Subsection (e) of this Section and such appointment shall be deemed to
have been accepted as contemplated in Section 9.11, all as of such date, and all other provisions of this Section
and Section 9.11 shall be applicable to such resignation, appointment and acceptance except to the extent inconsistent
with this Subsection (f).


 





 






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be inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






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(g)          The
Company or, should the Company fail so to act promptly, the successor Trustee, at the expense of the Company, shall give notice
of each resignation and each removal of the Trustee with respect to the Debt Securities of any series and each appointment of
a successor Trustee with respect to the Debt Securities of any series by mailing written notice of such event by first-class mail,
postage prepaid, to all Holders of Debt Securities of such series as their names and addresses appear in the Debt Security Register.
Each notice shall include the name of the successor Trustee with respect to the Debt Securities of such series and the address
of its corporate trust office.


 


		Section 9.11.	Acceptance of Appointment by
Successor.



 


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


 


(b)          In
case of the appointment hereunder of a successor Trustee with respect to the Debt Securities of one or more (but not all) series,
the Company, the retiring Trustee and each successor Trustee with respect to the Debt Securities of one or more series shall execute
and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee
all the rights, powers, trusts and duties of the retiring Trustee with respect to the Debt Securities of that or those series
to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all
Debt Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Debt Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee and (3) shall add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees
of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust
or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture,
the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Debt Securities of that or those series to which the appointment of such successor Trustee
relates; but, on request of the Company or any successor Trustee, such retiring Trustee, upon payment of all sums owed to it,
shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Debt Securities of that or those series to which the appointment of such successor Trustee relates.




 





 






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be inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






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(c)          Upon request of any such successor Trustee, the Company shall execute any instruments that fully vest in and confirm to
such successor Trustee all such rights, powers and trusts referred to in Subsection (a) or (b) of this Section, as the
case may be.


 


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


 


		Section 9.12.	
Merger, Conversion, Consolidation or Succession to Business.



 


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


 


		Section 9.13.	Preferential Collection of Claims Against Company.



 


If the Trustee shall
be or become a creditor of the Company or any other obligor upon the Debt Securities (other than by reason of a relationship described
in Section 311(b) of the Trust Indenture Act), the Trustee shall be subject to any and all applicable provisions of the Trust
Indenture Act regarding the collection of claims against the Company or such other obligor. For purposes of Section 311(b)
of the Trust Indenture Act:


 


(a)           the
term “cash transaction” means any transaction in which full payment for goods or securities sold is made within seven
days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and payable
upon demand; and


 


(b)          the term “self-liquidating paper” means any draft, bill of exchange, acceptance or obligation that is made,
drawn, negotiated or incurred by the Company for the purpose of financing the purchase, processing, manufacturing, shipment, storage
or sale of goods, wares or merchandise and that is secured by documents evidencing title to, possession of, or a lien upon, the
goods, wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise previously
constituting the security, provided the security is received by the Trustee simultaneously with the creation of the creditor relationship
with the Company arising from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.


 





 






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		Section 9.14.	Co-Trustees and Separate Trustees.



 


At any time or times,
for the purpose of meeting the legal requirements of any applicable jurisdiction, the Company and the Trustee shall have power
to appoint, and, upon the written request of the Trustee or of the Holders of at least 33% in principal amount of the Debt Securities
then Outstanding, the Company shall for such purpose join with the Trustee in the execution and delivery of all instruments and
agreements necessary or proper to appoint, one or more Persons approved by the Trustee either to act as co-trustee, jointly with
the Trustee, or to act as separate trustee, in either case with such powers as may be provided in the instrument of appointment,
and to vest in such Person or Persons, in the capacity aforesaid, any property, title, right or power deemed necessary or desirable,
subject to the other provisions of this Section. If the Company does not join in such appointment within 15 days after the receipt
by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone shall have power
to make such appointment.


 


Should any written
instrument or instruments from the Company be required by any co-trustee or separate trustee so appointed to more fully confirm
to such co-trustee or separate trustee such property, title, right or power, any and all such instruments shall, on request, be
executed, acknowledged and delivered by the Company.


 


Every co-trustee or
separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditions:


 


(a)           the
Debt Securities shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the
custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder,
shall be exercised solely, by the Trustee;


 


(b)          the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered
by such appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such
co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee,
except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be
incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and
performed by such co-trustee or separate trustee;


 





 






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(c)           the Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company, may accept the
resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall have
occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate
trustee without the concurrence of the Company. Upon the written request of the Trustee, the Company shall join with the Trustee
in the execution and delivery of all instruments and agreements necessary or proper to effectuate such resignation or removal.
A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section;


 


(d)          no
co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, or any other
such trustee hereunder, and the Trustee shall have no liability, personally or in its capacity as Trustee, for any act or omission
of any co-trustee or separate trustee hereunder; and


 


(e)          any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee
and separate trustee.


 


		Section 9.15.	Appointment of Authenticating Agent.



 


The Trustee may appoint
an Authenticating Agent or Agents with respect to the Debt Securities of one or more series, or any Tranche thereof, which shall
be authorized to act on behalf of the Trustee to authenticate Debt Securities of such series or Tranche issued upon original issuance,
exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Debt Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities by
the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee
by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation
organized and doing business under the laws of the United States, any state or territory thereof or the District of Columbia or
the Commonwealth of Puerto Rico, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus
of not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.


 


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


 





 






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An Authenticating Agent
may resign at any time by giving 45 days written notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company.
Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent
that shall be acceptable to the Company. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall
become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.


 


The Company agrees
to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section.


 


The provisions of Sections 3.08, 9.04
and 9.05 shall be applicable to each Authenticating Agent.


 


If an appointment with
respect to the Debt Securities of one or more series, or any Tranche thereof, shall be made pursuant to this Section, the Debt
Securities of such series or Tranche may have endorsed thereon, in addition to the Trustee’s certificate of authentication,
an alternate certificate of authentication substantially in the following form:


 


This is one of the
Debt Securities of the series designated therein referred to in the within-mentioned Indenture.


 





	Date:	By:	 
	 	As Trustee
	 	 
	 	By:	                          
	 	As Authenticating
Agent
	 	 
	 	By:	 
	 	Authorized Signatory

 


If all of the Debt
Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating
Debt Securities upon original issuance located in a Place of Payment where the Company wishes to have Debt Securities of such series
authenticated upon original issuance, the Trustee, if so requested by the Company in writing (which writing need not comply with Section
1.02 and need not be accompanied by an Opinion of Counsel), shall appoint, in accordance with this Section and in accordance
with such procedures as shall be acceptable to the Trustee, an Authenticating Agent having an office in a Place of Payment designated
by the Company with respect to such series of Debt Securities.


 





 






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Article
X

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


		Section 10.01.	Lists of Holders.



 


Semiannually, not later
than                 and                in
each year, commencing with the year 20     , and at such other times as the Trustee may request in writing,
the Company shall furnish or cause to be furnished to the Trustee information as to the names and addresses of the Holders, and
the Trustee shall preserve such information and similar information received by it in any other capacity and afford to the Holders
access to information so preserved by it, all to such extent, if any, and in such manner as shall be required by the Trust Indenture
Act; provided, however, that no such list need be furnished so long as the Trustee shall be the Debt Security Registrar.
Every holder of Debt Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company
nor the Trustee nor any agent of either of them shall be held accountable by reason of the disclosure of any such information as
to the names and addresses of the Holders of Debt Securities in accordance with Section 312 of the Trust Indenture Act, or
any successor Section of such Act, regardless of the source from which such information was derived, and that the Trustee shall
not be held accountable by reason of mailing any material pursuant to a request made under Section 312(b) of the Trust Indenture
Act, or any successor Section of such Act.


 


		Section 10.02. 	Reports
                                         by Trustee and Company.



 


Annually, not later
than                 in each year, commencing                   ,
the Trustee shall transmit to the Holders, the Commission and each securities exchange upon which any Debt Securities are listed,
a report, dated as of the next preceding               ,
with respect to any events and other matters described in Section 313(a) of the Trust Indenture Act, in such manner and to
the extent required by the Trust Indenture Act. The Trustee shall transmit to the Holders, the Commission and each securities exchange
upon which any Debt Securities are listed, and the Company shall file with the Trustee (within 30 days after filing with the Commission
in the case of reports that pursuant to the Trust Indenture Act must be filed with the Commission and furnished to the Trustee)
and transmit to the Holders, such other information, reports and other documents, if any, at such times and in such manner, as
shall be required by the Trust Indenture Act.


 


The Company shall notify
the Trustee of the listing of any Debt Securities on any securities exchange. Delivery of such reports, information and documents
by the Company to the Trustee 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 Officer’s Certificates).


 





 






		*	Bracketed language throughout this Indenture will
be inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






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Article
XI

CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER


 


		Section 11.01.	Company May Consolidate,
Etc., Only on Certain Terms.



 


The Company shall not
consolidate with or merge into any other corporation, or convey or otherwise transfer or lease its properties and assets substantially
as an entirety to any Person, unless


 


(a)          the corporation formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance
or transfer, or that leases, the properties and assets of the Company substantially as an entirety shall be a Person organized
and existing under the laws of the United States, any state thereof or the District of Columbia, and shall expressly assume, by
an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual
payment of the principal of, and premium, if any, and interest (including Additional Interest), if any, on all Outstanding Debt
Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed;


 


(b)          immediately after giving effect to such transaction and treating any indebtedness for borrowed money that becomes an obligation
of the Company as a result of such transaction as having been incurred by the Company at the time of such transaction, no Event
of Default, and no event that, after notice or lapse of time or both, would become an Event of Default, shall have occurred and
be continuing; and


 


(c)           the
Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, or other transfer or lease and such supplemental indenture comply with this Article and that all conditions
precedent herein provided for relating to such transactions have been complied with.


 


		Section 11.02.	Successor Corporation Substituted.



 


Upon any consolidation
by the Company with or merger by the Company into any other corporation or any conveyance or other transfer or lease of the properties
and assets of the Company substantially as an entirety in accordance with Section 11.01, the successor corporation
formed by such consolidation or into which the Company is merged or the Person to which such conveyance, transfer or lease is made
shall succeed to, and be substituted for, 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, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Debt Securities Outstanding
hereunder.


 





 






		*	Bracketed language throughout this Indenture will
be inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






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Article
XII

SUPPLEMENTAL INDENTURES


 


		Section 12.01.	Supplemental Indentures
Without Consent of Holders.



 


Without the consent
of any Holders, the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:


 


(a)           to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of
the Company herein and in the Debt Securities, all as provided in Article XI; or


 


(b)          to
add one or more covenants of the Company or other provisions for the benefit of all Holders or for the benefit of the Holders
of, or to remain in effect only so long as there shall be Outstanding, Debt Securities of one or more specified series, or one
or more specified Tranches thereof, or to surrender any right or power herein conferred upon the Company; or


 


(c)           to
add any additional Events of Default with respect to all or any series of Debt Securities Outstanding hereunder; or


 


(d)          to
change or eliminate any provision of this Indenture or to add any new provision to this Indenture; provided, however, that
if such change, elimination or addition shall adversely affect the interests of the Holders of Debt Securities of any series or
Tranche Outstanding on the date of such indenture supplemental hereto in any material respect, such change, elimination or addition
shall become effective with respect to such series or Tranche only pursuant to the provisions of Section 12.02 hereof
or when no Debt Security of such series or Tranche remains Outstanding; or


 


(e)           to
provide collateral security for the Debt Securities of any series or Tranche; or


 


(f)           to establish the form or terms of Debt Securities of any series or Tranche as contemplated by Sections 2.01
and 3.01; or


 


(g)          to
provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any,
thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the
solicitation of the vote or consent of, the holders thereof, and for any and all other matters incidental thereto; or


 


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


 





 






		*	Bracketed language throughout this Indenture will
be inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






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(i)            to
provide for the procedures required to permit the Company to utilize, at its option, a non-certificated system of registration
for all, or any series or Tranche of, the Debt Securities; or to provide for the authentication and delivery of bearer securities
and coupons appertaining thereto representing interest, if any, thereon and for the procedures for the registration, exchange
and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof,
and for any and all other matters incidental thereto; or


 


(j)            to change any place or places where (1) the principal of and premium, if any, and interest (including Additional Interest),
if any, on all or any series of Debt Securities, or any Tranche thereof, shall be payable, (2) all or any series of Debt Securities,
or any Tranche thereof, may be surrendered for registration of transfer, (3) all or any series of Debt Securities, or any
Tranche thereof, may be surrendered for exchange and (4) notices and demands to or upon the Company in respect of all or any
series of Debt Securities, or any Tranche thereof, and this Indenture may be served; or


 


(k)           to
cure any ambiguity or to correct or supplement any provision herein that may be defective or inconsistent with any other provision
herein; provided that no such changes or additions shall adversely affect the interests of the Holders of Debt Securities of any
series or Tranche in any material respect.


 


Without limiting the
generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture
or at any time thereafter shall be amended and


 


(x)           if
any such amendment shall require one or more changes to any provisions hereof or the inclusion herein of any additional provisions,
or shall by operation of law be deemed to effect such changes or incorporate such provisions by reference or otherwise, this Indenture
shall be deemed to have been amended so as to conform to such amendment to the Trust Indenture Act, and the Company and the Trustee
may, without the consent of any Holders, enter into an indenture supplemental hereto to effect or evidence such changes or additional
provisions; or


 


(y)          if
any such amendment shall permit one or more changes to, or the elimination of, any provisions hereof that, at the date of the execution
and delivery hereof or at any time thereafter, are required by the Trust Indenture Act to be contained herein, this Indenture shall
be deemed to have been amended to effect such changes or elimination, and the Company and the Trustee may, without the consent
of any Holders, enter into an indenture supplemental hereto to evidence such amendment hereof, provided such amendment does not
have a material adverse effect on any Holders.


 


 






		*	Bracketed language throughout this Indenture will
be inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






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		Section 12.02.	Supplemental Indentures
                                         With Consent of Holders.



 


With the consent of
the Holders of not less than a majority in aggregate principal amount of the Debt Securities of all series then Outstanding under
this Indenture, considered as one class, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized
by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture; provided, however,
that if there shall be Debt Securities of more than one series Outstanding hereunder and if a proposed supplemental indenture shall
directly affect the rights of the Holders of Debt Securities of one or more, but less than all, of such series, then the consent
only of the Holders of a majority in aggregate principal amount of the Outstanding Debt Securities of all series so directly affected,
considered as one class, shall be required; and provided, further, that if the Debt Securities of any series shall have
been issued in more than one Tranche and if the proposed supplemental indenture shall directly affect the rights of the Holders
of Debt Securities of one or more, but less than all, of such Tranches, then the consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Debt Securities of all Tranches so directly affected, considered as one class, shall be required;
and provided, further, that no such supplemental indenture shall:


 


(a)           change the Stated Maturity of the principal of, or any installment of principal of or interest (including Additional Interest)
on [(except as provided in Section 3.12)]* any Debt Security, or reduce the principal amount thereof or the rate of
interest thereon (or the amount of any installment of interest thereon) or change the method of calculating such rate or reduce
any premium payable upon the redemption thereof, or reduce the amount of the principal of a Discount Debt Security that would be
due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 8.02, or change the
coin or currency (or other property) in which any Debt Security or any premium or the interest (including Additional Interest)
thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity
of any Debt Security (or, in the case of redemption, on or after the Redemption Date), without, in any such case, the consent of
the Holder of such Debt Security, or


 


(b)          reduce the percentage in principal amount of the Outstanding Debt Securities of any series or any Tranche thereof, the consent
of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for
any waiver of compliance with any provision of this Indenture or of any default hereunder and its consequences, or reduce the requirements
of Section 13.04 for quorum or voting, without, in any such case, the consent of the Holders of each Outstanding Debt
Security of such series or Tranche, or


 


(c)           modify
any of the provisions of this Section, Section 6.07 or Section 8.13 with respect to the Debt Securities
of any series, or any Tranche thereof (except to increase the percentages in principal amount referred to in this Section or such
other Sections or to provide that other provisions of this Indenture cannot be modified or waived without the consent of the Holder
of each Outstanding Debt Security affected thereby); provided, however, that this clause shall not be deemed to require
the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this
Section, or the deletion of this proviso, in accordance with the requirements of Sections 9.11(b), 9.14
and 12.01(h).


 





 






		*	Bracketed language throughout this Indenture will
be inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






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A supplemental indenture
that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit
of one or more particular series of Debt Securities, or of one or more Tranches thereof, or that modifies the rights of the Holders
of Debt Securities of such series or Tranches with respect to such covenant or other provision, shall be deemed not to affect the
rights under this Indenture of the Holders of Debt Securities of any other series or Tranche.


 


Upon the request of
the Company, accompanied by a copy of the Board Resolution authorizing the execution of any such supplemental indenture, compliance
by the Company with Section 12.03 hereof, and the filing with the Trustee of evidence of the consent of the Holders
of the Debt Securities required hereunder with respect to the proposed supplemental indenture, the Trustee shall join with the
Company in the execution of such supplemental indenture unless the supplemental indenture affects the Trustee’s own rights,
duties or immunities under this Indenture, or otherwise, in which case the Trustee may in its discretion but shall not be obligated
to enter into such supplemental indenture.


 


It shall not be necessary
for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof. A waiver by a Holder of such Holder’s right to consent under
this Section shall be deemed to be a consent of such Holder.


 


		Section 12.03.	Execution of Supplemental
Indentures.



 


In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be provided and (subject to Section 9.01) shall be fully protected in
relying upon an Officer’s Certificate and Opinion of Counsel, each stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture.


 


		Section 12.04.	Effect of Supplemental
Indentures.



 


Upon the execution
of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder of Debt Securities theretofore or thereafter authenticated
and delivered hereunder shall be bound thereby. Any supplemental indenture permitted by this Article may restate this Indenture
in its entirety, and, upon the execution and delivery thereof, any such restatement shall supersede this Indenture as theretofore
in effect for all purposes.


 


		Section 12.05.	Conformity With Trust
Indenture Act.



 


Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect.


 





 






		*	Bracketed language throughout this Indenture will
be inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






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		Section 12.06.	Reference in Debt Securities
to Supplemental Indentures.



 


Debt Securities of
any series, or any Tranche thereof, authenticated and delivered after the execution of any supplemental indenture pursuant to this
Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for
in such supplemental indenture. If the Company shall so determine, new Debt Securities of any series, or any Tranche thereof, so
modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed
by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Debt Securities of such series or Tranche.


 


		Section 12.07.	Modification without
Supplemental Indenture.



 


If the terms of any
particular series of Debt Securities shall have been established in a Board Resolution or an Officer’s Certificate pursuant
to a Board Resolution as contemplated by Section 3.01, and not in an indenture supplemental hereto, additions to, changes
in or the elimination of any of such terms may be effected by means of a supplemental Board Resolution or Officer’s Certificate,
as the case may be, delivered to, and accepted by, the Trustee; provided, however, that such supplemental Board Resolution
or Officer’s Certificate shall not be accepted by the Trustee or otherwise be effective unless all conditions set forth in
this Indenture that would be required to be satisfied if such additions, changes or elimination were contained in a supplemental
indenture shall have been appropriately satisfied. Upon the acceptance thereof by the Trustee, any such supplemental Board Resolution
or Officer’s Certificate shall be deemed to be a “supplemental indenture” for purposes of Sections 12.04
and 12.06.


 


Article
XIII

MEETINGS OF HOLDERS; ACTION WITHOUT MEETING


 


		Section 13.01.	Purposes for which Meetings
may be Called.



 


A meeting of Holders
of Debt Securities of one or more, or all, series, or any Tranche or Tranches thereof, may be called at any time and from time
to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be made, given or taken by Holders of Debt Securities of such series or Tranches.


 


		Section 13.02.	Call, Notice and
Place of Meetings.



 


(a)          The
Trustee may at any time call a meeting of Holders of Debt Securities of one or more, or all, series, or any Tranche or Tranches
thereof, for any purpose specified in Section 13.01, to be held at such time and at such place in the Borough of Manhattan,
The City of New York, as the Trustee shall determine, or, with the approval of the Company, at any other place. Notice of every
such meeting, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such
meeting, shall be given, in the manner provided in Section 1.06, not less than 21 nor more than 180 days prior to
the date fixed for the meeting.


 





 






		*	Bracketed language throughout this Indenture will
be inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






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(b)          If the Trustee shall have been requested to call a meeting of the Holders of Debt Securities of one or more, or all, series,
or any Tranche or Tranches thereof, by the Company or by the Holders of at least 33% in aggregate principal amount of all of such
series and Tranches, considered as one class, for any purpose specified in Section 13.01, by written request setting
forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have given the notice of such
meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided
herein, then the Company or the Holders of Debt Securities of such series and Tranches in the amount above specified, as the case
may be, may determine the time and the place in the Borough of Manhattan, The City of New York, or in such other place as shall
be determined or approved by the Company, for such meeting and may call such meeting for such purposes by giving notice thereof
as provided in Subsection (a) of this Section.


 


(c)          Any
meeting of Holders of Debt Securities of one or more, or all, series, or any Tranche or Tranches thereof, shall be valid without
notice if the Holders of all Outstanding Debt Securities of such series or Tranches are present in person or by proxy and if representatives
of the Company and the Trustee are present, or if notice is waived in writing before or after the meeting by the Holders of all
Outstanding Debt Securities of such series, or by such of them as are not present at the meeting in person or by proxy, and by
the Company and the Trustee.


 


		Section 13.03.	Persons Entitled to Vote
at Meetings.



 


To be entitled to vote
at any meeting of Holders of Debt Securities of one or more, or all, series, or any Tranche or Tranches thereof, a Person shall
be (a) a Holder of one or more Outstanding Debt Securities of such series or Tranches, or (b) a Person appointed by an
instrument in writing as proxy for a Holder or Holders of one or more Outstanding Debt Securities of such series or Tranches by
such Holder or Holders. The only Persons who shall be entitled to attend any meeting of Holders of Debt Securities of any series
or Tranche shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.


 


		Section 13.04.	Quorum; Action.



 


The Persons entitled
to vote a majority in aggregate principal amount of the Outstanding Debt Securities of the series and Tranches with respect to
which a meeting shall have been called as hereinbefore provided, considered as one class, shall constitute a quorum for a meeting
of Holders of Debt Securities of such series and Tranches; provided, however, that if any action is to be taken at such
meeting that this Indenture expressly provides may be taken by the Holders of a specified percentage, which is less than a majority,
in principal amount of the Outstanding Debt Securities of such series and Tranches, considered as one class, the Persons entitled
to vote such specified percentage in principal amount of the Outstanding Debt Securities of such series and Tranches, considered
as one class, shall constitute a quorum. In the absence of a quorum within one hour of the time appointed for any such meeting,
the meeting shall, if convened at the request of Holders of Debt Securities of such series and Tranches, be dissolved. In any other
case the meeting may be adjourned for such period as may be determined by the chairman of the meeting prior to the adjournment
of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for
such period as may be determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Except as provided
by Section 13.05(e), notice of the reconvening of any meeting adjourned for more than 30 days shall be given as provided Section
13.02(a) not less than ten days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening
of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Debt
Securities of such series and Tranches that shall constitute a quorum.


 





 






		*	Bracketed language throughout this Indenture will
be inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






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Except as limited by Section
12.02, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid
may be adopted only by the affirmative vote of the Holders of a majority in aggregate principal amount of the Outstanding Debt
Securities of the series and Tranches with respect to which such meeting shall have been called, considered as one class; provided,
however, that, except as so limited, any resolution with respect to any action that this Indenture expressly provides may be
taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Debt Securities
of such series and Tranches, considered as one class, may be adopted at a meeting or an adjourned meeting duly reconvened and at
which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified percentage in principal amount
of the Outstanding Debt Securities of such series and Tranches, considered as one class.


 


Any resolution passed
or decision taken at any meeting of Holders of Debt Securities duly held in accordance with this Section shall be binding on all
the Holders of Debt Securities of the series and Tranches with respect to which such meeting shall have been held, whether or not
present or represented at the meeting.


 


		Section 13.05. 	Attendance at Meetings; Determination
of Voting Rights; Conduct and Adjournment of Meetings.



 


(a)          Attendance at meetings of Holders of Debt Securities may be in person or by proxy; and, to the extent permitted by law,
any such proxy shall remain in effect and be binding upon any future Holder of the Debt Securities with respect to which it was
given unless and until specifically revoked by the Holder or future Holder of such Debt Securities before being voted.


 


(b)          Notwithstanding
any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting
of Holders of Debt Securities in regard to proof of the holding of such Debt Securities and of the appointment of proxies and
in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other
evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except
as otherwise permitted or required by any such regulations, the holding of Debt Securities shall be proved in the manner specified
in Section 1.04 and the appointment of any proxy shall be proved in the manner specified in Section 1.04.
Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine
without the proof specified in Section 1.04 or other proof.


 





 






		*	Bracketed language throughout this Indenture will
be inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






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(c)          The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called
by the Company or by Holders as provided in Section 13.02(b), in which case the Company or the Holders of Debt Securities
of the series and Tranches calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent
chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in aggregate
principal amount of the Outstanding Debt Securities of all series and Tranches represented at the meeting, considered as one class.


 


(d)          At
any meeting each Holder or proxy shall be entitled to one vote for each $1 principal amount of Debt Securities held or represented
by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debt Security challenged
as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right
to vote, except as a Holder of a Debt Security or proxy.


 


(e)          Any meeting duly called pursuant to Section 13.02 at which a quorum is present may be adjourned from time to
time by Persons entitled to vote a majority in aggregate principal amount of the Outstanding Debt Securities of all series and
Tranches represented at the meeting, considered as one class; and the meeting may be held as so adjourned without further notice.


 


		Section 13.06.	Counting Votes and
Recording Action of Meetings.



 


The vote upon any resolution
submitted to any meeting of Holders shall be by written ballots on which shall be subscribed the signatures of the Holders or of
their representatives by proxy and the principal amounts and serial numbers of the Outstanding Debt Securities, of the series and
Tranches with respect to which the meeting shall have been called, held or represented by them. The permanent chairman of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall
make and file with the secretary of the meeting their verified written reports of all votes cast at the meeting. A record of the
proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and there shall be attached to said record
the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section
13.02 and, if applicable, Section 13.04. Each copy shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one such copy shall be delivered to the Company, and another to the Trustee to be preserved
by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.


 





 






		*	Bracketed language throughout this Indenture will
be inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






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		Section 13.07.	Action Without Meeting.



 


In lieu of a vote of
Holders at a meeting as hereinbefore contemplated in this Article, any request, demand, authorization, direction, notice, consent,
waiver or other action may be made, given or taken by Holders by written instruments as provided in Section 1.04.


 


Article
XIV

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS


 


		Section 14.01.	Liability Solely Corporate.



 


No recourse shall be
had for the payment of the principal of or premium, if any, or interest (including Additional Interest), if any, on any Debt Securities,
or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby,
or upon any obligation, covenant or agreement under this Indenture, against any incorporator, stockholder, officer or director,
as such, past, present or future, of the Company or of any predecessor or successor corporation (either directly or through the
Company or a predecessor or successor corporation), whether by virtue of any constitutional provision, statute or rule of law,
or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that this Indenture and
all the Debt Securities are solely corporate obligations, and that no personal liability whatsoever shall attach to, or be incurred
by, any incorporator, stockholder, officer or director, past, present or future, of the Company or of any predecessor or successor
corporation, either directly or indirectly through the Company or any predecessor or successor corporation, because of the indebtedness
hereby authorized or under or by reason of any of the obligations, covenants or agreements contained in this Indenture or in any
of the Debt Securities or to be implied herefrom or therefrom, and that any such personal liability is hereby expressly waived
and released as a condition of, and as part of the consideration for, the execution of this Indenture and the issuance of the Debt
Securities.


 


Article
XV

[SUBORDINATION OF SECURITIES]*


 


		Section 15.01.	Securities Subordinate
to Senior Indebtedness.



 


[The Company, for itself,
its successors and assigns, covenants and agrees, and each Holder of the Debt Securities of each series, by its acceptance thereof,
likewise covenants and agrees, that the payment of the principal of and premium, if any, and interest, if any, on each and all
of the Debt Securities is hereby expressly subordinated, to the extent and in the manner set forth in this Article, in right of
payment to the prior payment in full of all Senior Indebtedness.


 


Each Holder of the
Debt Securities of each series, by its acceptance thereof, authorizes and directs the Trustee on its behalf to take such action
as may be necessary or appropriate to effectuate the subordination as provided in this Article, and appoints the Trustee its attorney-in-fact
for any and all such purposes.


 





 






		*	Bracketed language throughout this Indenture will
be inserted in the Indenture in the event that subordinated Debt Securities are issued.



 



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Without limiting the
generality of the foregoing, nothing contained in this Article shall restrict the right of the Trustee or the Holders of Debt Securities
to take any action to declare the Debt Securities to be due and payable prior to their stated maturity pursuant to Section
8.02 or to pursue any rights or remedies hereunder; provided, however, that all Senior Indebtedness then due and payable
shall first be paid in full before the Holders of the Debt Securities or the Trustee are entitled to receive any direct or indirect
payment from the Company of principal of, or premium, if any, or interest on the Debt Securities.


 


		Section 15.02.	Payment Over of Proceeds
of Securities.



 


In the event (a) of
any insolvency or bankruptcy proceedings or any receivership, liquidation, reorganization or other similar proceedings in respect
of the Company or a substantial part of its property, or of any proceedings for liquidation, dissolution or other winding up of
the Company, whether or not involving insolvency or bankruptcy, whether voluntary or involuntary or (b) subject to the provisions
of Section 15.03, that (i) a default shall have occurred with respect to the payment of principal of or interest
on or other monetary amounts due and payable on any Senior Indebtedness, or (ii) there shall have occurred a default (other
than a default in the payment of principal or interest or other monetary amounts due and payable) in respect of any Senior Indebtedness,
as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof to accelerate
the maturity thereof (with notice or lapse of time, or both), and such default shall have continued beyond the period of grace,
if any, in respect thereof, and, in the cases of subclauses (i) and (ii) of this clause (b), such default shall
not have been cured or waived or shall not have ceased to exist, and, in the case of subclause (ii) of this clause (b),
the maturity of such Senior Indebtedness shall have been accelerated in accordance with the default provisions thereof or (c) that
the principal of and accrued interest on the Debt Securities of any series shall have been declared due and payable pursuant to Section
8.01 and such declaration shall not have been rescinded and annulled as provided in Section 8.02, then:


 


(1)              the
holders of all Senior Indebtedness shall first be entitled to receive payment of the full amount due thereon, or provision shall
be made for such payment in money or money’s worth, before the Holders of any of the Debt Securities are entitled to receive
a payment on account of the principal of or interest on the indebtedness evidenced by the Debt Securities, including, without
limitation, any payments made pursuant to Articles IV and V;


 


(2)             any payment by, or distribution of assets of, the Company of any kind or character, whether in cash, property or securities,
to which any Holder or the Trustee would be entitled except for the provisions of this Article, shall be paid or delivered by the
person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly
to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture
under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate
amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, to the extent necessary to make payment
in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision
therefor) to the holders of such Senior Indebtedness, before any payment or distribution is made to the Holder of the indebtedness
evidenced by the Debt Securities or to the Trustee under this Indenture; and


 





 






		*	Bracketed language throughout this Indenture will
be inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






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(3)             in
the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Company of any kind or character,
whether in cash, property or securities, in respect of principal of or interest on the Debt Securities or in connection with any
repurchase by the Company of the Debt Securities, shall be received by the Trustee or any Holder before all Senior Indebtedness
is paid in full to the extent required by Subsection (1) of this Section 15.02, or provision is made for such
payment in money or money’s worth, such payment or distribution in respect of principal of or interest on the Debt Securities
or in connection with any repurchase by the Company of the Debt Securities shall be paid over to the holders of such Senior Indebtedness
or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing
any such Senior Indebtedness may have been issued, ratably as aforesaid, for application to the payment of all Senior Indebtedness
remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment
or distribution (or provision therefor) to the holders of such Senior Indebtedness.


 


Notwithstanding the
foregoing, at any time after the 123rd day following the date of deposit of cash or Eligible Obligations pursuant to Section
7.01 (provided all conditions set out in such Section shall have been satisfied), the funds so deposited and any interest thereon
will not be subject to any rights of holders of Senior Indebtedness, including, without limitation, those arising under this Article;
provided that no event described in clauses (e) and (f) of Section 8.01 with respect to the Company has occurred
during such 123-day period.


 


For purposes of this
Article only, the words “cash, property or securities” shall not be deemed to include shares of beneficial interest
of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization
or readjustment that are subordinate in right of payment to all Senior Indebtedness that may at the time be outstanding to the
same extent as, or to a greater extent than, the Debt Securities are so subordinated as provided in this Article. The consolidation
of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following
the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms
and conditions provided for in Article XI hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization
for the purposes of this Section 15.02 if such other corporation shall, as a part of such consolidation, merger, conveyance
or transfer, comply with the conditions stated in Article XI hereof. Nothing in Section 15.01 or in this Section
15.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.07.


 





 






		*	Bracketed language throughout this Indenture will
be inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






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		Section 15.03.	Disputes with Holders
of Certain Senior Indebtedness.



 


Any failure by the
Company to make any payment on or perform any other obligation in respect of Senior Indebtedness, other than any indebtedness incurred
by the Company or assumed or guaranteed, directly or indirectly, by the Company for money borrowed (or any deferral, renewal, extension
or refunding thereof) or any other obligation as to which the provisions of this Section shall have been waived by the Company
in the instrument or instruments by which the Company incurred, assumed, guaranteed or otherwise created such indebtedness or obligation,
shall not be deemed a default under clause (b) of Section 15.02 if (i) the Company shall be disputing its
obligation to make such payment or perform such obligation and (ii) either (A) no final judgment relating to such dispute
shall have been issued against the Company that is in full force and effect and is not subject to further review, including a judgment
that has become final by reason of the expiration of the time within which a party may seek further appeal or review, or (B) in
the event that a judgment that is subject to further review or appeal has been issued, the Company shall in good faith be prosecuting
an appeal or other proceeding for review and a stay of execution shall have been obtained pending such appeal or review.


 


		Section 15.04.	Subrogation.



 


Senior Indebtedness
shall not be deemed to have been paid in full unless the holders thereof shall have received cash (or securities or other property
satisfactory to such holders) in full payment of such Senior Indebtedness then outstanding. Upon the payment in full of all Senior
Indebtedness, the Holders of the Debt Securities shall be subrogated to the rights of the holders of Senior Indebtedness to receive
any further payments or distributions of cash, property or securities of the Company applicable to the holders of the Senior Indebtedness
until all amounts owing on the Debt Securities shall be paid in full; and such payments or distributions of cash, property or securities
received by the Holders of the Debt Securities, by reason of such subrogation, which otherwise would be paid or distributed to
the holders of such Senior Indebtedness shall, as between the Company, its creditors other than the holders of Senior Indebtedness,
and the Holders, be deemed to be a payment by the Company to or on account of Senior Indebtedness, it being understood that the
provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders, on the one
hand, and the holders of the Senior Indebtedness, on the other hand.


 


If any payment or distribution
to which the Holders of the Debt Securities would otherwise have been entitled but for the provisions of this Article shall have
been applied, pursuant to the provisions of this Article, to the payment of amounts payable under Senior Indebtedness, then and
in such case, the Holders of the Debt Securities shall be entitled to receive from the holders of such Senior Indebtedness any
payments or distributions received by such holders of Senior Indebtedness in excess of the amount required to make payment to the
extent required by Section 15.02, or provision for payment, of such Senior Indebtedness.


 





 






		*	Bracketed language throughout this Indenture will
be inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






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		Section 15.05. 	Unconditional
                                         Obligation of the Company.



 


Nothing contained in
this Article or elsewhere in this Indenture or in the Debt Securities is intended to or shall impair, as among the Company, its
creditors other than the holders of Senior Indebtedness and the Holders, the obligation of the Company, which is absolute and unconditional,
to pay to the Holders the principal of and interest on the Debt Securities as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Company
other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or any Holder from exercising
all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this
Article of the holders of Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise
of any such remedy.


 


Upon any payment or
distribution of assets or securities of the Company referred to in this Article, the Trustee and the Holders shall be entitled
to rely upon any order or decree of a court of competent jurisdiction in which such bankruptcy, dissolution, winding up, liquidation
or reorganization proceedings are pending or upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee agent
or other person making such payment or distribution delivered to the Trustee or to the Holders for the purpose of ascertaining
the persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon, and all other facts pertinent
thereto or to this Article.


 


		Section 15.06.	Priority of Senior Indebtedness
Upon Maturity.



 


Upon the maturity of
the principal of any Senior Indebtedness by lapse of time, acceleration or otherwise, all matured principal of Senior Indebtedness
and interest and premium, if any, thereon shall first be paid in full before any payment of principal or premium or interest, if
any, is made upon the Debt Securities or before any Debt Securities can be acquired by the Company or any sinking fund payment
is made with respect to the Debt Securities (except that required sinking fund payments may be reduced by Debt Securities acquired
before such maturity of such Senior Indebtedness).


 


		Section 15.07.	Trustee as Holder of
Senior Indebtedness.



 


The Trustee shall be
entitled to all rights set forth in this Article with respect to any Senior Indebtedness at any time held by it, to the same extent
as any other holder of Senior Indebtedness. Nothing in this Article shall deprive the Trustee of any of its rights as such holder.


 





 






		*	Bracketed language throughout this Indenture will
be inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






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		Section 15.08.	Notice to Trustee to Effectuate
Subordination.



 


The Company shall give
prompt written notice to the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the
Trustee in respect of the Debt Securities pursuant to the provisions of this Article. Notwithstanding the provisions of this Article
or any other provision of the Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would
prohibit the making of any payment of moneys to or by the Trustee unless and until the Trustee shall have received written notice
thereof from the Company, from a Holder or from a holder of any Senior Indebtedness or from any representative or representatives
of such holder and, prior to the receipt of any such written notice, the Trustee shall be entitled, subject to Section
9.01, in all respects to assume that no such facts exist; provided, however, that, if prior to the fifth Business Day
preceding the date upon which by the terms hereof any such moneys may become payable for any purpose, or in the event of the execution
of an instrument pursuant to Section 7.02 acknowledging satisfaction and discharge of this Indenture, then if prior
to the second Business Day preceding the date of such execution, the Trustee shall not have received with respect to such moneys
the notice provided for in this Section, then, anything herein contained to the contrary notwithstanding, the Trustee may, in its
discretion, receive such moneys and/or apply the same to the purpose for which they were received, and shall not be affected by
any notice to the contrary, which may be received by it on or after such date; provided, however, that no such application
shall affect the obligations under this Article of the persons receiving such moneys from the Trustee.


 


		Section 15.09.	Modification, Extension,
Etc. of Senior Indebtedness.



 


The holders of Senior
Indebtedness may, without affecting in any manner the subordination of the payment of the principal of and premium, if any, and
interest, if any, on the Debt Securities, at any time or from time to time and in their absolute discretion, agree with the Company
to change the manner, place or terms of payment, change or extend the time of payment of, or renew or alter, any Senior Indebtedness,
or amend or supplement any instrument pursuant to which any Senior Indebtedness is issued, or exercise or refrain from exercising
any other of their rights under the Senior Indebtedness, including, without limitation, the waiver of default thereunder, all without
notice to or assent from the Holders or the Trustee.


 


		Section 15.10.  	Trustee Has No Fiduciary Duty
to Holders of Senior Indebtedness.



 


With respect to the
holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and objectives as are
specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of Senior Indebtedness
shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders
of Senior Indebtedness, and shall not be liable to any such holders if it shall mistakenly pay over or deliver to the Holders or
the Company or any other Person, cash, property or securities to which any holders of Senior Indebtedness shall be entitled by
virtue of this Article or otherwise.


 


		Section 15.11.	Paying Agents other than
the Trustee.



 


In case at any time
any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee”
as used in this Article shall in such case (unless the context shall otherwise require) be construed as extending to and including
such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in
addition to or in place of the Trustee; provided, however, that Sections 15.07, 15.08 and 15.10
shall not apply to the Company if it acts as Paying Agent.


 





 






		*	Bracketed language throughout this Indenture will
be inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






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		Section 15.12.	Rights of Holders of
Senior Indebtedness Not Impaired.



 


No right of any present
or future holder of Senior Indebtedness to enforce the subordination herein shall at any time or in any way be prejudiced or impaired
by any act or failure to act on the part of the Company or by any noncompliance by the Company with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with.


 


		Section 15.13.	This Article Not To
Prevent Events of Default.



 


The failure to make
a payment on account of principal of, or premium, if any, or interest on the Debt Securities by reason of any provision of this
Article shall not be construed as preventing the occurrence of an Event of Default specified in paragraph (a) or (b)
of Section 8.01.


 


		Section 15.14.	Effect of Subordination
Provisions; Termination.



 


Notwithstanding anything
contained herein to the contrary, other than as provided in the immediately succeeding sentence, all the provisions of this Indenture
shall be subject to the provisions of this Article, so far as the same may be applicable thereto.


 


Notwithstanding anything
contained herein to the contrary, the provisions of this Article XV shall be of no further effect, and the Debt Securities
shall no longer be subordinated in right of payment to the prior payment of Senior Indebtedness, if the Company shall have delivered
to the Trustee a notice to such effect. Any such notice delivered by the Company shall not be deemed to be a supplemental indenture
for purposes of Article XII.]*


 


This instrument may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 





 






		*	Bracketed language throughout this Indenture will
be inserted in the Indenture in the event that subordinated Debt Securities are issued.



 






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IN WITNESS WHEREOF,
the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.


 


	 	GLOBAL MEDICAL REIT INC.
	 	 
	 	 
	 	By:	        
	 	Name:	 
	 	Title:	 






 


	[SEAL]	 
	 	 
	[ATTEST]	 
	 	 
	 	 
	By:	      	 
	Name:	 	 
	Title:	 	 









 


[Trustee’s signature page follows.]


 






     


     


    




 





	 	 	, Trustee



 





	 	By:	 
	 	 	Authorized Representative
	 	 
	 	 



 





	[SEAL]	 
	 	 
	[ATTEST]	 
	 	 
	 	 
	Authorized Representative