Exhibit 4.21


 





 



 


CREATIVE MEDIA & COMMUNITY TRUST CORPORATION


 


To


 


[                             ],


 


as Trustee


 


 






 


INDENTURE


 





 



 


Dated as of [                       ]


 


DEBT SECURITIES


 





 






 






    


     


    

 


Certain Sections of this Indenture relating
to Sections 3.10 through 3.18, inclusive, of the Trust Indenture Act of 1939:


 


	
    Trust Indenture Act

    Section
	 	Indenture Section
	Section 3.10(a)(1)	 	6.09
	(a)(2)	 	6.09
	(a)(3)	 	Not Applicable
	(a)(4)	 	Not Applicable
	(b)	 	6.08
	 	 	6.10
	Section 3.11(a)	 	6.13
	(b)	 	6.13
	Section 3.12(a)	 	7.01
	 	 	7.02
	(b)	 	7.02
	(c)	 	7.02
	Section 3.13(a)	 	7.03
	(b)	 	7.03
	(c)	 	7.03
	(d)	 	7.03
	Section 3.14(a)	 	7.04
	(a)(4)	 	1.01
	 	 	10.04
	(b)	 	Not Applicable
	(c)(1)	 	1.02
	(c)(2)	 	1.02
	(c)(3)	 	Not Applicable
	(d)	 	Not Applicable
	(e)	 	1.02
	Section 3.15(a)	 	6.01
	(b)	 	6.02
	(c)	 	6.01
	(d)	 	6.01
	(e)	 	5.14
	Section 3.16(a)	 	1.01
	(a)(1)(A)	 	5.02
	 	 	5.12
	(a)(1)(B)	 	5.13
	(a)(2)	 	Not Applicable
	(b)	 	5.08
	(c)	 	1.04
	Section 3.17(a)(1)	 	5.03
	(a)(2)	 	5.04
	(b)	 	10.03
	Section 3.18(a)	 	1.07


 


Note: This reconciliation and tie shall not, for any purpose, be
deemed a part of the Indenture.


 






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TABLE OF CONTENTS 




 


	 	 	Page



 


ARTICLE 1


 


DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION  




 


	Section 1.01	Definitions	1
	Section 1.02	Compliance Certificates and Opinions	7
	Section 1.03	Form of Documents Delivered to Trustee	7
	Section 1.04	Acts of Holders; Record Dates	8
	Section 1.05	Notices, Etc., to Trustee and the Company	10
	Section 1.06	Notice to Holders; Waiver	10
	Section 1.07	Conflict with Trust Indenture Act	11
	Section 1.08	Effect of Headings and Table of Contents	11
	Section 1.09	Successors and Assigns	11
	Section 1.10	Separability Clause	11
	Section 1.11	Benefits of Indenture	11
	Section 1.12	Governing Law; WAIVER OF JURY TRIAL	11
	Section 1.13	Legal Holidays	12
	Section 1.14	No Recourse Against Others	12


 


ARTICLE 2


 


SECURITY FORMS


 


	Section 2.01	Forms Generally	12
	Section 2.02	Form of Face of Security	13
	Section 2.03	Form of Reverse of Security	14
	Section 2.04	Form of Legend for Global Securities	18
	Section 2.05	Form of Trustee’s Certificate of Authentication	19


 


ARTICLE 3


 


THE SECURITIES


 


	Section 3.01	Amount Unlimited; Issuable in Series	19
	Section 3.02	Denominations	22
	Section 3.03	Execution, Authentication, Delivery and Dating	22
	Section 3.04	Temporary Securities	23
	Section 3.05	Registration, Registration of Transfer and Exchange	24
	Section 3.06	Mutilated, Destroyed, Lost and Stolen Securities	26
	Section 3.07	Payment of Interest; Interest Rights Preserved	26
	Section 3.08	Persons Deemed Owners	28
	Section 3.09	Cancellation	28



 






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	Section 3.10	Computation
of Interest	28
	Section 3.11	CUSIP
Numbers	28


 


ARTICLE 4


 


SATISFACTION AND DISCHARGE


 


	Section 4.01	Satisfaction and Discharge of Indenture	28
	Section 4.02	Application of Trust Money	30


 


ARTICLE 5


 


REMEDIES


 


	Section 5.01	Events of Default	30
	Section 5.02	Acceleration of Maturity; Rescission and Annulment	31
	Section 5.03	Collection of Indebtedness and Suits for Enforcement by Trustee	32
	Section 5.04	Trustee May File Proofs of Claim	33
	Section 5.05	Trustee May Enforce Claims Without Possession of Securities	34
	Section 5.06	Application of Money Collected	34
	Section 5.07	Limitation on Suits	34
	Section 5.08	Unconditional Right of Holders to Receive Principal, Premium and Interest	35
	Section 5.09	Restoration of Rights and Remedies	35
	Section 5.10	Rights and Remedies Cumulative	35
	Section 5.11	Delay or Omission Not Waiver	36
	Section 5.12	Control by Holders	36
	Section 5.13	Waiver of Past Defaults	36
	Section 5.14	Undertaking for Costs	36
	Section 5.15	Waiver of Usury, Stay or Extension Laws	37


 


ARTICLE 6


 


THE TRUSTEE


 


	Section 6.01	Certain Duties and Responsibilities	37
	Section 6.02	Notice of Defaults	37
	Section 6.03	Certain Rights of Trustee	38
	Section 6.04	Not Responsible for Recitals or Issuance of Securities	39
	Section 6.05	May Hold Securities	39
	Section 6.06	Money Held in Trust	39
	Section 6.07	Compensation and Reimbursement	39
	Section 6.08	Disqualification; Conflicting Interests	40
	Section 6.09	Corporate Trustee Required; Eligibility	40
	Section 6.10	Resignation and Removal; Appointment of Successor	41
	Section 6.11	Acceptance of Appointment by Successor	42
	Section 6.12	Merger, Conversion, Consolidation or Succession to Business	43


 






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	Section 6.13	Preferential Collection of Claims Against the Company	43
	Section 6.14	Appointment of Authenticating Agent	44


 


ARTICLE 7


 


HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND
THE COMPANY


 


	Section 7.01	Company to Furnish Trustee Names and Addresses of Holders	45
	Section 7.02	Preservation of Information; Communications to Holders	45
	Section 7.03	Reports by Trustee	46
	Section 7.04	Reports by the Company	46


 


ARTICLE 8


 


CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR
LEASE


 


	Section 8.01	Company May Consolidate, Etc., Only on Certain Terms	46
	Section 8.02	Successor Substituted	47


 


ARTICLE 9


 


SUPPLEMENTAL INDENTURES


 


	Section 9.01	Supplemental Indentures Without Consent of Holders	47
	Section 9.02	Supplemental Indentures With Consent of Holders	49
	Section 9.03	Execution of Supplemental Indentures	50
	Section 9.04	Effect of Supplemental Indentures	50
	Section 9.05	Conformity with Trust Indenture Act	50
	Section 9.06	Reference in Securities to Supplemental Indentures	51
	 	 	 
	 	ARTICLE 10	 
	 	 	 
	 	COVENANTS	 
	 	 	 
	Section 10.01	Payment of Principal, Premium and Interest	51
	Section 10.02	Maintenance of Office or Agency	51
	Section 10.03	Money for Securities Payments to Be Held in Trust	52
	Section 10.04	Statement by Officers as to Default	53
	Section 10.05	Existence	53
	Section 10.06	Payment of Taxes and Other Claims	53
	Section 10.07	Waiver of Certain Covenants	53
	Section 10.08	Calculation of Original Issue Discount	54
	Section 10.09	Additional Amounts	54


 






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ARTICLE 11


 


REDEMPTION OF SECURITIES


 


	Section 11.01	Applicability of Article	55
	Section 11.02	Election to Redeem; Notice to Trustee	55
	Section 11.03	Selection by Trustee of Securities to Be Redeemed	55
	Section 11.04	Notice of Redemption	56
	Section 11.05	Deposit of Redemption Price	57
	Section 11.06	Securities Payable on Redemption Date	57
	Section 11.07	Securities Redeemed in Part	57
	Section 11.08	Securities Deemed No Longer Outstanding	58


 


ARTICLE 12


 


SINKING FUNDS


 


	Section 12.01	Applicability of Article	58
	Section 12.02	Satisfaction of Sinking Fund Payments with Securities	58
	Section 12.03	Redemption of Securities for Sinking Fund	59


 


ARTICLE 13


 


DEFEASANCE AND COVENANT DEFEASANCE


 


	Section 13.01	Company’s Option to Effect Defeasance or Covenant Defeasance	59
	Section 13.02	Defeasance and Discharge	59
	Section 13.03	Covenant Defeasance	60
	Section 13.04	Conditions to Defeasance or Covenant Defeasance	60
	Section 13.05	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	62
	Section 13.06	Reinstatement	62


 






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INDENTURE, dated as of [                                    ],
by and between Creative Media & Community Trust Corporation, a corporation duly organized and existing under the laws of the
State of Maryland (herein called the “Company”), having its principal executive office at 17950 Preston Road, Suite 600,
Dallas, Texas, and [                                                ], a [          ], as
Trustee (herein called the “Trustee”).


 


Recitals 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 its unsecured debentures, notes or other evidences of indebtedness
(herein called the “Securities”) to be issued in one or more series as in this Indenture provided.


 


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


 


Now, Therefore, This Indenture Witnesseth:


 


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


 


ARTICLE 1


 


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:


 


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


 


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


 


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


 


 (4)            “or” is not exclusive;




 






    


     


    

 


 (5)            “including” or “include” means including or include without limitation;




 


(6)            unless
the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section,
as the case may be, of this Indenture; and


 


(7)            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.


 


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


 


“Additional Amounts” means any additional
amounts which are required by a Security, under circumstances specified therein, to be paid by the Company in respect of certain taxes
imposed on certain beneficial owners and which are owing to such beneficial owners in order that they receive the amount they would have
received if such taxes had not been imposed.


 


“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,
or cause the direction of, 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”, “controlled” and “under common control
with” have meanings correlative to the foregoing.


 


“Applicable Procedures” of a Depositary
means, with respect to any matter at any time, the policies and procedures of such Depositary, if any, that are applicable to such matter
at such time.


 


“Authenticating Agent” means any Person
authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Securities of one or more series.


 


“Board of Directors” means the board
of directors or other governing body of the Company or any duly authorized committee of such board of directors or other governing body.


 


“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 any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which
banking institutions in New York City or such Place of Payment are authorized or obligated by law, regulation or executive order to close.


 


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


 


“Common Stock” means the common stock, par value
$0.001 per share, of the Company.


 






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“Company” means the Person named as
the “Company” in the first paragraph of this instrument 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 Officer and delivered to the Trustee.


 


“Corporate Trust Office” means the
principal office of the Trustee in [             ] at which at any particular time its corporate trust business shall
be administered, which office at the date hereof is located at [                           ], or any other address that the Trustee
may designate with respect to itself from time to time by notice to the Company and the Holders.


 


“corporation” means a corporation, association,
company, limited liability company, joint-stock company or business trust.


 


“Covenant Defeasance” has the meaning specified
in Section 13.03.


 


“Defaulted Interest” has the meaning specified
in Section 3.07. “Defeasance” has the meaning specified in Section 13.02.


 


“Depositary” means, with respect to
Securities of any series issuable in whole or in part in the form of one or more Global Securities, any Person that is designated to act
as Depositary for such Securities as contemplated by Section 3.01.


 


“Event of Default” has the meaning specified
in Section 5.01.


 


“Exchange Act” means the Securities
Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.


 


“Expiration Date” has the meaning specified in
Section 1.04.


 


“Global Security” means a Security
that evidences all or part of the Securities of any series and bears the legend set forth in Section 2.04 (or such legend as may
be specified as contemplated by Section 3.01 for such Securities).


 


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


 


“Indenture” means this instrument as
originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into
pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture,
respectively. The term “Indenture” shall also include the terms of particular series of Securities established as contemplated
by Section 3.01.


 


“interest”, when used with respect
to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.


 






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


 


“Investment Company Act” means the
Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.


 


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


 


“Notice of Default” means a written notice of
the kind specified in Section 5.01(4) or 5.01(5).


 


“Officer” means the Chairman of the
Board of Directors or the Chief Executive Officer, President or Chief Financial Officer of the Company.


 


“Officer’s Certificate” means
a certificate signed by an Officer, or by a Person designated by an Officer in writing as authorized to execute and deliver such certificate,
which shall include, to the extent applicable, the statements required by Section 314(e) of the Trust Indenture Act.


 


“Opinion of Counsel” means a written
opinion of counsel, who may be counsel for the Company, which shall include, to the extent applicable, the statements required by Section 314(e) of
the Trust Indenture Act.


 


“Original Issue Discount Security”
means any 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 5.02.


 


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


 


(1)            Securities
theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;


 


(8)            Securities
for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other
than the Company) in trust or set aside and segregated in trust by the Company (if the Company acts as its own Paying Agent) for the
Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;


 


		(9)	Securities as to which Defeasance has been effected pursuant to Section 13.02;
                                            and



 


 






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


 


provided, however, that in determining whether the Holders
of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction,
notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original Issue Discount Security
which shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 5.02, (B) if, as of such date, the principal amount payable
at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding
shall be the amount as specified or determined as contemplated by Section 3.01, (C) the principal amount of a Security denominated
in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined
as of such date in the manner provided as contemplated by Section 3.01, of the principal amount of such Security (or, in the case
of a Security described in Clause (A) or (B) above, of the amount determined as provided in such Clause), and (D) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor 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, waiver or other action, only Securities which a Responsible Officer of the Trustee
knows to be so owned shall be so disregarded. Securities so owned which 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 Securities and
that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.


 


“Paying Agent” means any Person (which
may include the Company) authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of
the Company.


 


“Person” means any individual, corporation,
limited liability company, partnership, joint venture, estate, association, trust, firm, tribunal, unincorporated organization or government
or any agency or political subdivision or agency or instrumentality thereof, or any other entity or organization and includes a “person”
as used in Section 13(d)(3) of the Exchange Act.


 


“Place of Payment”, when used with
respect to the Securities of any series, means the place or places where the principal of and any premium and interest on the Securities
of that series are payable as specified by Section 3.01.


 


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


 


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


 






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“Redemption Price”, when used with
respect to any Security to be redeemed, means the price (exclusive of any accrued interest) 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 Securities of any series means the date specified for that purpose as contemplated by Section 3.01.


 


“Responsible Officer”, when used with
respect to the Trustee, means any managing director, director, vice president, assistant vice president, assistant secretary, any assistant
treasurer, any trust officer or any other officer of the Trustee customarily performing functions similar to those performed by any of
the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter
is referred because of his or her knowledge of and familiarity with the particular subject, in each case having direct responsibility
for the administration of this Indenture.


 


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


 


“Securities Act” means the Securities Act of
1933 and any statute successor thereto, in each case as amended from time to time.


 


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


 


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


 


“Stated Maturity”, when used with
respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the
fixed date on which the principal of such Security or such installment of principal or interest is due and payable.


 


“Subsidiary” means any corporation,
limited liability company or other similar type of business entity in which the Company, together with one or more of its other Subsidiaries,
owns more than 50% of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency)
to vote in the election of the board of directors or similar governing body of such corporation, limited liability company or other similar
type of business entity, directly or indirectly.


 


“Trust Indenture Act” means the Trust
Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the
event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by
any such amendment, the Trust Indenture Act of 1939 as so amended.


 


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


 






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“U.S. Government Obligation” has the
meaning specified in Section 13.04.


 


“Vice President”, when used with respect
to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after
the title “vice president”.


 


Section 1.02     Compliance
Certificates and Opinions.


 


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 such certificates and
opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officer’s
Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with
the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.


 


Every certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture (except for certificates provided for in Section 10.04) shall include,


 


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


 


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


 


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


 


(4)            a
statement as to whether, in the opinion of each such individual, 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 his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representations by,
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.


 






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


 


Section 1.04     Acts
of Holders; Record Dates.


 


Any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted by this Indenture to be given, made 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 agent duly appointed
in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument
or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose
of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the Company, if made in the manner provided
in this Section.


 


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 such other manner as shall be deemed sufficient by the Trustee. 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. The fact and date of the execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee deems sufficient.


 


The ownership of Securities shall be proved by the Security
Register.


 


Any request, demand, authorization, direction,
notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder
of every 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 Security.


 


 






    8


     


    

  


The Company may, in the circumstances permitted
by the Trust Indenture Act, set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any
series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided
or permitted by this Indenture to be given, made or taken by Holders of Securities of such series; provided that the Company may
not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders
of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action,
whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series
on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action
for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically
and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective
any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such
record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder
of Securities of the relevant series in the manner set forth in Section 1.06.


 


The Trustee may, in the circumstances permitted
by the Trust Indenture Act, set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any
series entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred
to in Section 5.02, (iii) any request to institute proceedings referred to in Section 5.07(2) or (iv) any
direction referred to in Section 5.12, in each case with respect to Securities of such series. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled
to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided
that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite
principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent
the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph
(whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing
in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph,
the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth
in Section 1.06.


 


With respect to any record date set pursuant to
this Section, the party hereto which sets such record dates may designate any day as the “Expiration Date” and from time
to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice
of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant series
in the manner set forth in Section 1.06, on or prior to the existing Expiration Date. If an Expiration Date is not designated with
respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration
Date as provided in this  paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the
applicable record date.


 






    9


     


    

 


Without limiting the foregoing, a Holder entitled
hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal
amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all
or any part of such principal amount.


 


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


 


Any request, demand, authorization, direction,
notice, consent, 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,


 


(1)            the
Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing
to or with the Trustee at its Corporate Trust Office, or


 


(2)            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 mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified
in the first paragraph of this instrument.


 


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


 


Section 1.06     Notice
to Holders; Waiver.


 


Where this Indenture provides for notice to Holders
of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each Holder affected by such event, at his or her address as it appears in the Security Register, not later than
the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. 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. Where this Indenture provides for notice in any manner,
such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, 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.


 


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 by mail, then such notification as shall be
made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.


 


Where this Indenture provides for notice of any
event to a Holder of a Global Security, such notice shall be sufficiently given if given to the Depositary for such Security (or its
designee), pursuant to its Applicable Procedures, not later than the latest date (if any), and not earlier than the earliest date (if
any), prescribed for the giving of such notice.


 






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Section 1.07     Conflict
with Trust Indenture Act.


 


If any provision hereof limits, qualifies or conflicts
with a provision of the Trust Indenture Act that is required under the Trust Indenture Act to be a part of and govern this Indenture,
the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded,
as the case may be.


 


Section 1.08     Effect
of Headings and Table of Contents.


 


The Article and Section headings herein
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 and the Trustee shall bind their respective successors and assigns, whether so expressed or not.


 


Section 1.10     Separability
Clause.


 


In case any provision in this Indenture or in
the 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 in the Securities,
express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit
or any legal or equitable right, remedy or claim under this Indenture.


 


Section 1.12     Governing
Law; WAIVER OF JURY TRIAL.


 


This Indenture and the Securities
shall be governed by and construed in accordance with the law of the State of New York, without giving effect to applicable principles
of conflicts of law to the extent that the application of the laws of another jurisdiction (whether of the State of New York or any other
jurisdiction) would be required thereby.


 


EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.


 






    11


     


    

  


Section 1.13     Legal
Holidays.


 


In any case where any Interest Payment Date, Redemption
Date or Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Securities (other than a provision of any Security 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 Maturity, provided that no interest shall accrue with respect to such payment for the period
from and after such Interest Payment Date, Redemption Date or Maturity, as the case may be to the date of such payment.


 


Section 1.14     No Recourse
Against Others.


 


Notwithstanding any other provision of this Indenture
or of the Securities to the contrary, no recourse shall be had, whether by levy or execution or otherwise, for the payment of any sums
due under any Security, including, without limitation, the principal of, premium, if any, or interest payable under any Security, or
for the payment or performance of any obligation, covenant or agreement under, or for any claim based on, this Indenture or any Security
or otherwise in respect of this Indenture or any Security, against any principal, stockholder, member, officer, director, trustee or
employee (past or present) of the Company or any successor under any rule of law, statute or constitution, or by the enforcement
of any assessment or penalty or by any legal or equitable proceeding or otherwise, nor shall any of such Persons be personally liable
for any such amounts, obligations or claims, or liable for any deficiency judgment based thereon or with respect thereto, it being expressly
understood that the sole remedies hereunder or under any other document with respect to the Securities against such parties with respect
to such amounts, obligations or claims shall be against the Company, and that all such liability of such Persons is and is to be, by
the acceptance hereof, expressly waived and released as a condition of, and as consideration for, the execution of this Indenture and
by the acceptance of the Securities by the Holders and as part of the consideration for the issue of the Securities.


 


ARTICLE 2 



SECURITY FORMS


 


Section 2.01     Forms
Generally.


 


The Securities of each series shall be in substantially
the form set forth in this Article, or in such other form as shall be established from time to time by or pursuant to a Board Resolution
or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture or any indentures supplemental hereto, and may have such letters, numbers or other marks
of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this instrument, or as may be required to comply with the rules of any securities exchange or Depositary
therefor or as may, consistently herewith, be determined by the Officers executing such Securities, as evidenced by their execution thereof.
If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record
of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior
to the delivery of the Company Order contemplated by Section 3.03 for the authentication and delivery of such Securities.


 






    12


     


    

 


The definitive Securities shall be printed, lithographed
or engraved on steel engraved borders or may be produced in any other manner, all as determined by the Officers executing such Securities,
as evidenced by their execution of such Securities.


 


Section 2.02     Form of
Face of Security.


 


[Insert any legend required by the Internal Revenue
Code and the regulations thereunder.]


 


CIM Commercial Trust Corporation


 





 



  


	No.	$







CUSIP No.


 


CIM Commercial Trust Corporation, a corporation
duly organized and existing under the laws of the State of Maryland (herein called the “Company”, which term includes any
successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to                                        ,
or registered assigns, the principal sum of          Dollars on                                          
[if this Security is to bear interest prior to Maturity, insert - , and to pay interest thereon from [if applicable, insert             ]
or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on              and          in
each year, commencing                                    ,
at the rate of [ %] per annum, until the principal hereof is paid or made available for payment, [if applicable,
insert - provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the
rate of [ %] per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such
amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record
Date for such interest, which shall be the             or               (whether
or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest so payable, but not punctually
paid or duly provided for, on any Interest Payment Date will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given
to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.] [If the Security is
not to bear interest prior to Maturity, insert — The principal of this Security shall not bear interest except in the case
of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal
and any overdue premium shall bear interest at the rate of       % per annum (to the extent that the
payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for
payment.]


 






    13


     


    

   


Payment of the principal of (and premium, if any)
and [if applicable, insert — any such] interest on this Security will be made at the office or agency of the
Company maintained for that purpose in                              ,
in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private
debts, against surrender of this Security in the case of any payment due at the Maturity of the principal hereof (other than any payment
of interest that first becomes payable on a day other than an Interest Payment Date); provided, however, that at the option
of the Company payment of interest may be made (1) by check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register, or (2) by wire transfer in immediately available funds at the bank account number maintained
within the United States as may be designated by the Person entitled thereto, as specified in the Securities Register in writing; and
provided, further, that if this Security is a Global Security, payment may be made pursuant to the Applicable Procedures of the
Depositary as permitted in the Indenture.


 


Reference is hereby made to the further provisions
of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth
at this place.


 


Unless the certificate of authentication hereon
has been executed by the Trustee or an authentication agent on its behalf referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed.


 


	 	CIM Commercial Trust Corporation




 


	 	By	 




 


Section 2.03     Form of
Reverse of Security.


 


This Security is one of a duly authorized issue
of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture,
dated as of          , (herein called the “Indenture”, which term shall
have the meaning assigned to it in such instrument), between the Company and [           ],
as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and reference is
hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the
Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof [if applicable, insert — [initially]
limited in aggregate principal amount to $        ] [, provided that the Company
may, without the consent of any Holder, at any time and from time to time increase the initial principal amount].


 






    14


     


    

 


[[If applicable, insert - The Company will
make all payments of principal of (and premium, if any, on), interest on (whether on scheduled payment dates or upon acceleration) [if
applicable, insert — and the Redemption Price, if any, payable in respect of] any Securities, free and clear of, and without
deduction or withholding for or on account of, any present or future tax, duty, levy, impost, assessment or governmental charge (including
penalties, interest and other liabilities related thereto) (“Taxes”) imposed or levied by or on behalf of the jurisdiction
of organization of such Company or any other jurisdiction in which the Company is engaged in business, organized, resident for tax purposes
or generally subject to tax on a net income basis, or any political subdivision thereof or taxing authority therein, unless the Company
is required to withhold or deduct Taxes by law or by the official interpretation or administration thereof.


 


To the extent that any such Taxes are so levied
or imposed, the Company will, subject to the exceptions and limitations set forth below, pay such additional amounts (“Additional
Amounts”) to a Holder of the Securities in order that every net payment of the principal of and interest on the Securities [if
applicable, insert — and the Redemption Price, if any,] payable to a beneficial owner in respect of the Securities (including
Additional Amounts), after withholding for or on account of such Taxes imposed upon or as a result of such payment, will not be less
than the amount provided for in the Securities to be then due and payable.


 


Whenever in this Security or the Indenture there
is mentioned, in any context other than the case of Section 5.02(1) of the Indenture, the payment of principal (and premium,
if any) [if applicable, insert — the Redemption Price, if any,] interest or any other amount payable under or with respect
to the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context
Additional Amounts are, were or would be payable by the Company in respect thereof.]]


 


[If applicable, insert — The
Securities of this series are subject to redemption upon not less than 30 days’ nor more than 60 days’ notice by mail, [if
applicable, insert — (1) on        in any year commencing with the year         and
ending with the year through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount,
and (2)] at any time [if applicable, insert — on or after          ,
20 ], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the
principal amount): If redeemed [if applicable, insert — on or before          ,
%, and if redeemed] during the 12-month period beginning          of
the years indicated,





 


	Year	 	Redemption

  Price For 

  Redemption 

  Through 

  Operation of the 

  Sinking Fund	 	Year	 	Redemption

  Price For

  Redemption 

  Otherwise Than

  Through

  Operation of the

  Sinking Fund




  


 


and thereafter at a Redemption Price equal to          %
of the principal amount, together in the case of any such redemption [(whether through operation of the sinking fund or otherwise)]
with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date
will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]


 






    15


     


    

 


[If applicable, insert — Notwithstanding
the foregoing, the Company may not, prior to         , redeem any Securities of this
series as contemplated by [if applicable, insert — Clause (2) of] the preceding paragraph as a part of,
or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost
to the Company (calculated in accordance with generally accepted financial practice) of less than         %
per annum.]


 


[If applicable, insert - The sinking fund for
this series provides for the redemption on     in each year beginning with the year     and
ending with the year     of [if applicable, insert — not less than $         (“mandatory
sinking fund”) and not more than] $       aggregate principal amount of Securities of this
series. Securities of this series acquired or redeemed by the Company otherwise than through [if applicable, insert —
mandatory] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory]
sinking fund payments otherwise required to be made [if applicable, insert — , in the inverse order in which
they become due].]


 


[If the Security is subject to redemption
of any kind, insert - In the event of redemption of this Security in part only, a new Security or Securities of this series and of
like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.]


 


[If the Security is subject to redemption
of any kind and if applicable, insert - Any redemption of this Security in whole or in part shall be subject to the prior approval
of the Board of Governors of the Federal Reserve System.]


 


[If applicable, insert - The Indenture
contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events
of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.]


 


[If the Security is not an Original
Issue Discount Security, insert - If an Event of Default with respect to Securities of this series shall occur and be continuing,
the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.]


 






    16


     


    

 


[If the Security is an Original Issue
Discount Security, insert - If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount
of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
Such amount shall be equal to - insert formula for determining the amount. Upon payment (i) of the amount of principal so declared
due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment
of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of
and premium and interest, if any, on the Securities of this series shall terminate.]


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders
of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the
Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions (i) permitting the Holders of not less than a majority in principal amount of the Securities
of any series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture with respect to such series and (ii) permitting the Holders of a majority in principal
amount of the Securities at the time Outstanding of any series to be affected under the Indenture (with each such series considered separately
for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon
all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or waiver is made upon this Security.


 


As provided in and subject to the provisions of
the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture, or for
the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal
amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings
in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to the Trustee, and the Trustee
shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request
and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.


 


No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.


 


As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender
of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium
and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory
to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon
one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.


 






    17


     


    

 


The Securities of this series are issuable only
in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject
to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities
of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.


 


No service charge shall be made for any such registration
of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable
in connection therewith.


 


Prior to due presentment of this 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 this
Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.


 


[If applicable, insert - This Security is a Global
Security and is subject to the provisions of the Indenture relating to Global Securities, including the limitations in Section 305
thereof on transfers and exchanges of Global Securities.]


 


[If applicable, insert - Interest on the principal
balance of this Security shall be calculated on the basis of a [365- or 366-day year, as appropriate, for the actual number of days elapsed]
[360-day year of twelve 30-day months.]]


 


THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


All terms used in this Security that are defined in the
Indenture shall have the meanings assigned to them in the Indenture.


 


Section 2.04     Form of
Legend for Global Securities.


 


If any Security of a series is issuable in global
form, such Global Security may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed
thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced
to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made by the Trustee and in such manner as shall be specified in such Global Security. Global
Securities may be issued in either temporary or permanent form. Permanent Global Securities will be issued in definitive form.


 






    18


     


    

 


Unless otherwise specified as contemplated by
Section 3.01 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend
in substantially the following form:


  


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN
WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN
THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


Section 2.05     Form of
Trustee’s Certificate of Authentication.


 


The Trustee’s certificates of authentication shall
be in substantially the following form:


 


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


 


Dated:


 


[            ],


As Trustee


 


	 	By	 







Authorized Signatory


 


ARTICLE 3 



THE SECURITIES


 


Section 3.01     Amount
Unlimited; Issuable in Series.


 


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


 


The Securities may be issued in one or more series.
Securities may differ between series in respect of any matters, provided that all series of Securities shall be equally and ratably entitled
to the benefits of the Indenture. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.03,
set forth, or determined in the manner provided, in an Officer’s Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series,


 


(1)            the
title (which shall distinguish the Securities of that particular series from the Securities of any other series) and ranking (including
the terms of any subordination provisions) of the series;


 


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


 






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(3)            any
limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities which, pursuant to Section 3.03,
are deemed never to have been authenticated and delivered hereunder);


 


(4)            the
Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one
or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;


 


		(5)	the date or dates on which the principal of any Securities of the series
                                            is payable;



 


(6)            the
rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to determine such rate or rates (including,
but not limited to, any commodity, commodity index, stock exchange index or financial index) at which the Securities of the series shall
bear interest, if any, the date or dates from which such interest, if any, shall accrue, the date or dates on which such interest, if
any, shall commence and be payable and any Regular Record Date for any such interest payable on any Interest Payment Date;


 


(7)            the
place or places where the principal of and interest, if any, on the Securities of the series shall be payable, where the Securities of
such series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect
of the Securities of such series and this Indenture may be delivered, and the method of such payment, if by wire transfer, mail or other
means;


 


(8)            the
period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series may
be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election
by the Company to redeem the Securities shall be evidenced;


 


(9)            the
obligation, if any, of the Company to redeem or purchase the Securities of the series pursuant to any sinking fund or analogous provisions
or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions
upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;


 


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


 


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


 






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(12)            if
the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder
thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the
currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election
is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount
so payable (or the manner in which such amount shall be determined);


 


(13)            if
other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02;


 


(14)            if
the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates
prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for
any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than
the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the
manner in which such amount deemed to be the principal amount shall be determined);


 


(15)            if
applicable, that the Securities of the series, shall be subject to either or both of Defeasance or Covenant Defeasance as provided in
Article Thirteen; provided that no series of Securities that is convertible or exchangeable for Common Stock or other securities
pursuant to Section 3.01(19) shall be subject to Defeasance pursuant to Section 13.02;


 


(16)            whether
the Securities of the series are to be issued in whole or in part in the form of one or more Global Securities and, in such case, the
Depositary for such Global Security or Global Securities, and the terms and conditions, if any, upon which interests in such Global Security
or Global Securities may be exchanged in whole or in part for the individual securities represented thereby in definitive form registered
in the name or names of Persons other than such Depositary or a nominee or nominees thereof;


 


(17)            any
addition to, elimination of or other change in the Events of Default which applies to any Securities of the series and any change in
the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant
to Section 5.02;


 


(18)            any
addition to, elimination of or other change in the covenants set forth in Article Ten which applies to Securities of the series;


 






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(19)            the
provisions, if any, relating to conversion or exchange of any Securities of such series, including if applicable, the conversion or exchange
price, the conversion or exchange period, the securities or other property into which the Securities will be convertible, provisions
as to whether conversion or exchange will be mandatory, at the option of the Holders thereof or at the option of the Company, the events
requiring an adjustment of the conversion price or exchange price and provisions affecting conversion or exchange if such series
of Securities are redeemed; the provisions, if any, relating to any security or guarantee provided for the Securities of the series,
including the terms of subordination, if any, of such security or guarantee;


 


(20)            any
Depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of such series
if other than those appointed in this Indenture; and


 


(21)            any
other terms of the Securities of the series (which may modify or delete any provision of this Indenture insofar as it applies to such
series).


 


All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above
and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officer’s Certificate referred to above
or in any such indenture supplemental hereto. All Securities of any one series need not be issued at one time and, unless otherwise provided
or contemplated by this Section 3.01 with respect to a series of Securities, additional Securities of a series may be issued at
the option of the Company, without the consent of any Holder, at any time and from time to time. All Securities of any one series need
not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or
pursuant to the Board Resolution, supplemental indenture hereto or Officer’s Certificate.


 


If any of the terms of the
series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified
by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officer’s
Certificate setting forth the terms of the series.


 


Section 3.02     Denominations.


 


The Securities of each series shall be issuable
only in registered form without coupons and only in such denominations as shall be specified as contemplated by Section 3.01. In
the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable
in denominations of $1,000 and any integral multiple thereof.


 


Section 3.03     Execution,
Authentication, Delivery and Dating.


 


The Securities shall be executed on behalf of
the Company by two Officers. The signature of any of these Officers on the Securities may be manual or facsimile. Securities bearing
the manual or facsimile signatures of individuals who were at any time the 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 Securities or
did not hold such offices at the date of such Securities.


 






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At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Securities of any series executed in accordance with the foregoing to the Trustee
for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been
established by or pursuant to one or more Board Resolutions, supplemental indentures hereto or Officer’s Certificate, as permitted
by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation
to such Securities, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying
upon, an Officer’s Certificate or an Opinion of Counsel or both stating that (a) the supplemental indenture is the legal,
valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to customary exceptions,
and (b) in the opinion of the signer(s), all conditions precedent, if any, provided for in this Indenture relating to the proposed
action have been satisfied. The Trustee shall sign all supplemental indentures upon delivery of such an Officer’s Certificate or
Opinion of Counsel or both, except that the Trustee shall not be obligated to sign any supplemental indenture that adversely affects
its rights, duties, liabilities, indemnities or immunities.


 


Notwithstanding the provisions of Section 3.01
and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, including where the size of
Outstanding series of Securities is increased as contemplated by Section 3.01, it shall not be necessary to deliver the Officer’s
Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant
to such preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior
to the authentication upon original issuance of the first Security of such series to be issued.


 


Each Security shall be dated the date of its authentication,
unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate.


 


No Security shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially
in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing,
if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security
shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.


 


Section 3.04     Temporary
Securities.


 


Pending the preparation of definitive Securities
of any series, the Company may prepare and execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities
in substantially the form of definitive Securities, but may have such appropriate insertions, omissions, substitutions and other variations
as the Company considers appropriate for temporary Securities, as conclusively evidenced by the execution of such Securities by the Officers.


 






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If temporary Securities of any series are
issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation
of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment
for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any
series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive
Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. Until so exchanged,
the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive
Securities of such series.


 


Section 3.05     Registration,
Registration of Transfer and Exchange.


 


The Company shall cause to be kept at the Corporate
Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place
of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee
is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided.


 


Upon surrender for registration of transfer of
any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, and
the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the
same series, of any authorized denominations and of like tenor and aggregate principal amount.


 


At the option of the Holder, Securities of any
series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal
amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled
to receive.


 


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


 


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


 


No service charge shall be made for any registration
of transfer or exchange of 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 Securities, other than exchanges pursuant to
Section 3.04, 9.06 or 11.07 not involving any transfer.


 









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If the Securities of any series (or of any series
and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange
any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 11.03
and ending at the close of business on the day of such mailing, (B) to register the transfer of or exchange any Security so selected
for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part or (C) issue, register the
transfer of or exchange any Security that has been surrendered for repayment at the option of the Holder, except the portion, if any,
of the Security that is not to be repaid.


 


The provisions of Clauses (1), (2), (3) and (4) below
shall apply only to Global Securities:


 


(1)           Each
Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security
or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.


 


(2)           Notwithstanding
any other provision in this Indenture, and subject to such applicable provisions, if any, as may be specified as contemplated by Section 3.01,
no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in
part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such
Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary
for such Global Security, or such Depositary ceases to be a clearing agency registered under the Exchange Act and in each case the Company
does not appoint another institution to act as Depositary within 90 days, or (B) there shall have occurred and be continuing an Event
of Default with respect to such Global Security and a Holder of the series of Securities represented by such Global Security requests
registered Securities, or (C) the Company so directs the Trustee by Company Order, or (D) there shall exist such circumstances,
if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 3.01.


 


(3)           Subject
to Clause (2) above and to such applicable provisions, if any, as may be specified as contemplated by Section 3.01, any exchange
of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security
or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.


 


(4)           Every
Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion
thereof, whether pursuant to this Section, Section 3.04, 3.06, 9.06 or 11.07 or otherwise, shall be authenticated and delivered in
the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for
such Global Security or a nominee thereof.


 






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Section 3.06     Mutilated,
Destroyed, Lost and Stolen Securities.


 


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


 


If there shall be delivered to the Company and
the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity
as may be 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 Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate
and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.


 


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


 


Upon the issuance of any new 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 expenses (including the fees and expenses of the Trustee) connected therewith.


 


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


 


Section 3.07     Payment
of Interest; Interest Rights Preserved.


 


Except as otherwise provided as contemplated by
Section 3.01 with respect to any series of Securities, interest on any Security which 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 Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such interest or, if no business is conducted by the Trustee at
its Corporate Trust Office on such date, at 5:00 P.M., New York City time, on such date. 


 






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Any interest on any Security of any series which
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 relevant 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 (1) or (2) below:


 


(1)           The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which
shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to
be paid on each 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 in the currency or currencies, currency unit or units or composite currency or currencies in which the Securities
are payable (except as otherwise established as contemplated by Section 3.01 in respect of such Securities) 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 cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be given to each Holder of Securities of such series in the manner set forth in Section 1.06,
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 Securities of such series
(or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be
payable pursuant to the following Clause (2).


 


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


 


Except as may be provided
in this Section 3.07 or as contemplated in Section 3.01 with respect to any Securities of a series, the Person to whom interest
shall be payable on any Security that first becomes payable on a day that is not an Interest Payment Date shall be the Holder of such
Security on the day such interest is paid.


 


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


 






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Section 3.08     Persons
Deemed Owners.


 


Prior to due presentment of a 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 Security is
registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section 3.07)
any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.


 


Section 3.09     Cancellation.


 


All Securities surrendered for payment, redemption,
conversion, registration of transfer or exchange or for credit against any sinking fund payment or analogous obligation shall, if surrendered
to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled
by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of as directed by a Company
Order; provided, however, that the Trustee shall not be required to destroy such cancelled Securities.


 


Section 3.10     Computation
of Interest.


 


Except as otherwise specified as contemplated by
Section 3.01 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day
year of twelve 30-day months.


 


Section 3.11     CUSIP
Numbers.


 


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


 


ARTICLE 4


 


SATISFACTION AND DISCHARGE


 


Section 4.01     Satisfaction
and Discharge of Indenture.


 


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


 






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		(1)	either



 


(A)         all
Securities of a series theretofore authenticated and delivered (other than (i) Securities of such series which have been mutilated,
destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Securities of such series
for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to
the Company or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or


 


		(B)	all Securities of such series not theretofore delivered to the Trustee for cancellation:



 


		(i)	have become due and payable, or



 


		(ii)	will become due and payable at their Stated Maturity within one year, or



 


(iii)          are
to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company,


 


and the Company, in the case of (i), (ii) or (iii) above,
has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay
and discharge the entire indebtedness on Securities of such series not theretofore delivered to the Trustee for cancellation (other than
Securities of a series which have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06),
for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or
to the Stated Maturity or Redemption Date, as the case may be;


 


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


 


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


 


Notwithstanding the satisfaction and discharge
of this Indenture, with respect to Securities of any series pursuant to this Section 4.01, the obligations of the Company to the
Trustee under Section 6.07, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee
under Section 4.02 and the last paragraph of Section 10.03, in each case with respect to such Securities, shall survive.




 






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Section 4.02     Application
of Trust Money.


 


Subject to the provisions of the last paragraph
of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in
accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including
the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium
and interest for whose payment such money has been deposited with the Trustee.


 


ARTICLE 5


 


REMEDIES


 


Section 5.01     Events
of Default.


 


“Event of Default”, wherever used herein
with respect to Securities of any series, means any one of the following events, unless in the establishing Board Resolution, supplemental
indenture or Officer’s Certificate, it is provided that such series shall not have the benefit of said Event of Default:


 


(1)           default
in the payment of any interest on or Additional Amounts payable in respect of any Security of that series when such interest or Additional
Amounts becomes due and payable, and continuance of such default for a period of 30 days (unless the entire amount of such payment is
deposited by the Company with the Trustee or with a Paying Agent prior to 10:00 a.m., New York City time, on the 30th
day of such period); or


 


		(2)	default in the payment of the principal of or premium on, if any, any Security of that series at its Maturity; or



 


(3)           default
in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; or


 


(4)           default
in the performance, or breach, of any covenant of the Company in this Indenture (other than defaults pursuant to paragraphs (a) or
(b) above or pursuant to a covenant included in this Indenture solely for the benefit of series of Securities other than that series),
and continuance of such default or breach for a period of 90 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 25% in principal amount of the Outstanding Securities
of that 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; or


 






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(5)           the
entry by a court having jurisdiction in the premises of (A) 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
(B) a decree or order adjudging the Company a bankrupt or
insolvent, or approving as properly filed a petition 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 of the Company or of any substantial part of its property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 60 consecutive days; provided that, if any Person becomes the successor to the Company pursuant
to Article Eight and such Person is organized under the law of a jurisdiction outside the United States, each reference in this
Clause 5 to an applicable federal or state law of a particular kind shall be deemed to refer to such law or any applicable
comparable law of such jurisdiction outside the United States, for as long as such Person is the successor to the Company hereunder
and is so organized and existing; or


 


(6)           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 an involuntary 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 other 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
taking of corporate action by the Company in furtherance of any such action; provided that, if any Person becomes the successor
to the Company pursuant to Article Eight and such Person is organized under the law of a jurisdiction outside the United States,
each reference in this Clause 6 to an applicable federal or state law of a particular kind shall be deemed to refer to such law or any
applicable comparable law of such jurisdiction outside the United States, for as long as such Person is the successor to the Company hereunder
and is so organized and existing; or


 


		(7)	any other Event of Default provided with respect to Securities of that series.



 


Section 5.02     Acceleration
of Maturity; Rescission and Annulment.


 


If an Event of Default (other than an Event of
Default specified in Section 5.01(5) or 5.01(6)) with respect to Securities of any series at the time Outstanding occurs and
is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may, declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original
Issue Discount Securities, such portion of the principal amount of[, and premium, if any, and all accrued and unpaid interest on,] such
Securities as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount), and premium, if any, and
all accrued and unpaid interest thereon, shall become immediately due and payable. If an Event of Default specified in Section 5.01(5) or
5.01(6) with respect to Securities of any series at the time Outstanding occurs, the principal amount of, and premium, if any, and
all accrued and unpaid interest on, all the Securities of that series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities, and premium, if any, and all accrued and unpaid interest thereon,
as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee
or any Holder, become immediately due and payable.




 






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At any time after such a declaration of acceleration
with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities
of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if


 


		(1)	the Company has paid or deposited with the Trustee a sum sufficient to pay



 


		(C)	all overdue interest on all Securities of that series,



 


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


 


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


 


(F)          all
sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel; and


 


(2)           all
Events of Default with respect to Securities of that series, other than the non-payment of the principal of, and interest and premium
on, Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided
in Section 5.13.


 


No such rescission shall affect any subsequent
default or impair any right consequent thereon.


 


Section 5.03     Collection of Indebtedness and Suits for Enforcement by Trustee.


 


The Company covenants that if


 


(1)           default
is made in the payment of any interest on or Additional Amounts payable in respect of any Security when such interest or Additional Amounts
becomes due and payable and such default continues for a period of 30 days, or


 


(2)           default
is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, or


 






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		(3)	default is made in the deposit of any sinking fund payment, if any, when and as due by the terms of a Security,



 


then the Company will, upon demand of the Trustee,
pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and
any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal
and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel. If the Company fails 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
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 Securities, wherever situated.


 


If an Event of Default with respect to Securities
of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of
the Holders of Securities of such series 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 5.04     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 relating to the Company or
any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the 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) shall be entitled and
empowered, by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest
owing and unpaid in respect of the 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 the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel) 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 amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 6.07.


 






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No provision of this Indenture shall be deemed
to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities 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; provided, however, that the Trustee may, on behalf of the Holders, vote
for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.


 


Section 5.05     Trustee
May Enforce Claims Without Possession of Securities.


 


All rights of action and claims under this Indenture
or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the 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 of the Securities in respect of which such
judgment has been recovered.


 


Section 5.06     Application
of Money Collected.


 


Any money or property 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 or property on account of principal or any premium or interest, upon presentation of the Securities 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 6.07; and


 


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


 


THIRD: To the Company.


 


Section 5.07     Limitation
on Suits.


 


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


 


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


 


(2)           the
Holders of not less than 25% in principal amount of the Outstanding Securities of that series 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;


 






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(3)           such
Holder or Holders have offered to the Trustee indemnity or security reasonably satisfactory to the Trustee against the costs, expenses
and liabilities to be incurred by the Trustee in compliance with such request;


 


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


 


(5)           no
direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the Outstanding Securities of that series;


 


it being understood, intended and expressly covenanted
by the Holder of every Security with every other Holder and the Trustee 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 such Holders of the applicable series;
provided, however, that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly
prejudicial to such Holders.


 


Section 5.08     Unconditional
Right of Holders to Receive Principal, Premium and Interest.


 


Notwithstanding any other provision in this Indenture,
the Holder of any Security shall have the right, which is absolute and unconditional, [to receive payment] of the principal of and any
premium and (subject to Section 3.07) interest on such Security on the respective Stated Maturities expressed in such 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.


 


Section 5.09     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 has been discontinued or abandoned for any reason,
or has 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, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.


 


Section 5.10     Rights
and Remedies Cumulative.


 


Except as otherwise provided with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities 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, to the extent permitted by applicable law, prevent the concurrent assertion or employment
of any other appropriate right or remedy.


 






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Section 5.11     Delay
or Omission Not Waiver.


 


No delay or omission of the Trustee or of any Holder
of any Securities 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 5.12     Control
by Holders.


 


The Holders of a majority in principal amount of
the Outstanding Securities of any 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 Securities of such series,
provided that


 


(1)           such
direction shall not be in conflict with any rule of law or with this Indenture; the Trustee may take any other action deemed proper
by the Trustee which is not inconsistent with such direction; and


 


(2)           prior
to taking any action as directed under this Section 5.12, the Trustee shall be entitled to indemnity satisfactory to it against the
costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.


 


Section 5.13     Waiver
of Past Defaults.


 


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


 


		(1)	in the payment of the principal of or any premium or interest on any Security of such series, or



 


(2)           in
respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder
of each Outstanding Security of such series affected.


 


Upon any such waiver, such default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other default or impair any right consequent thereon.


 


Section 5.14     Undertaking
for Costs.


 


All parties to this Indenture agree, and each
Holder of any Security 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 5.14 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 principal amount of
the outstanding Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the
principal of or interest on any Security on or after the Maturity of such Security, including the Stated Maturity expressed in such
Security (or, in the case of redemption, on the redemption date).]


 






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Section 5.15     Waiver
of Usury, 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 usury, stay or extension law wherever enacted, now or at any time hereafter in force, which 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 6


 


THE TRUSTEE


 


Section 6.01     Certain
Duties and Responsibilities.


 


The duties and responsibilities of the Trustee
shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, 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 repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it. 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 6.02     Notice
of Defaults.


 


If a default occurs hereunder with respect to Securities
of any series, the Trustee shall give the Holders of Securities of such series notice of such default as and to the extent provided by
the Trust Indenture Act; provided, however, that in the case of any default of the character specified in Section 5.01(1) and
Section 5.01(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days or
60 days, respectively, after the occurrence thereof. For the purpose of this Section, the term “default” means any event which
is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.


 






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Section 6.03     Certain
Rights of Trustee.


 


Subject to the provisions of Section 6.01:


 


(1)           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;


 


(2)           any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, and any resolution
of the Board of Directors shall be sufficiently evidenced by a Board Resolution;


 


(3)           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;


 


(4)           the
Trustee may consult with counsel of its selection and the advice of such counsel (to be confirmed in writing) 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 [without willful
misconduct or negligence] and in reliance thereon;


 


(5)           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 of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity
reasonably satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such
request or direction;


 


(6)           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 be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney;


 


(7)           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;


 


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


 






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(9)           the
Trustee shall not be deemed to have notice of any default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office
of the Trustee, and such notice references the Securities and this Indenture;


 


(10)         the
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder; and


 


(11)         The
Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and or titles of officers
authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person
authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously
delivered and not superseded.


 


Section 6.04     Not Responsible
for Recitals or Issuance of Securities.


 


The recitals contained herein and in the 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 any responsibility for their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use
or application by the Company of Securities or the proceeds thereof.


 


Section 6.05     May Hold
Securities.


 


The Trustee, any Authenticating Agent, any Paying
Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee
of Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with the Company with the same rights it would have if it were
not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.


 


Section 6.06     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 any money received by it hereunder except as otherwise agreed in writing with the Company.


 


Section 6.07     Compensation
and Reimbursement.


 


The Company agrees


 


(1)            to
pay to the Trustee from time to time such compensation as the Company and the Trustee shall from time to time agree in writing 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);


 






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


 


(3)           to
indemnify the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all claim, loss, liability or expenses,
including taxes and reasonable attorney’s fees and expenses (other than taxes imposed on the income of the Trustee), incurred without
negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the 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.


 


The Trustee shall have a lien prior to the Securities
as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6.07
except with respect to funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or
renders services in connection with an Event of Default specified in Section 5.01(6) or Section 5.01(7), 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
the resignation or removal of the Trustee and the satisfaction, discharge or termination of this Indenture.


 


Section 6.08     Disqualification;
Conflicting Interests.


 


If the Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and
in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by the
Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series.


 


Section 6.09     Corporate
Trustee Required; Eligibility.


 


There shall at all times be one (and only one)
Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series.
Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus
of at least $50,000,000. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of
its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture
Act, the combined capital and surplus of such Person 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 with respect to the Securities of any series 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.


 






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Section 6.10     Resignation
and Removal; Appointment of Successor.


 


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 6.11.


 


The Trustee may resign at any time with respect
to the Securities of one or more series by giving 30 days’ written notice prior to the effective date of such resignation thereof
to the Company.


 


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


 


If at any time:


 


(1)           the
Trustee shall fail to comply with Section 6.08 after written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Security for at least six months, or


 


(2)           the
Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by the Company or by
any such Holder, or


 


(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, (A) the Company by a Board Resolution
may remove the Trustee with respect to all Securities or the Securities of any series, or (B) subject to Section 5.14, any Holder
who has been a bona fide Holder of a Security of any series 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 Securities of such series and
the appointment of a successor Trustee or Trustees with respect thereto.


 


If the instrument of acceptance by a successor
Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation
or removal, the Trustee resigning or being removed may petition, at the expense of the Company, any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such series.


 


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, with respect to the Securities of
one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities
of any particular series) and shall comply with the applicable requirements of Section 6.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any
series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding 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 6.11, become the successor Trustee with respect to the
Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with
respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 6.11, subject to Section 5.14, any Holder who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.


 






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The Company shall give notice of each resignation
and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect
to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 1.06. Each notice of
such appointment shall include the name of the successor Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office. Notices of resignation, removal and appointment may be combined into a single notice.


 


Section 6.11     Acceptance
of Appointment by Successor.


 


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


 


In case of the appointment hereunder of a
successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each
successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates,
(2) if the retiring Trustee is not retiring with respect to all 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
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 Securities of that or those series to which
the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee
shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.


 






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Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such
rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.


 


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 6.12     Merger,
Conversion, Consolidation or Succession to Business.


 


Any Person into which the Trustee may be merged
or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any Person succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor
of the Trustee hereunder, provided that such Person 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 Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.


 


Section 6.13     Preferential
Collection of Claims Against the Company.


 


If and when the Trustee shall be or become a creditor
of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding
the collection of claims against the Company (or any such other obligor).


 






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Section 6.14     Appointment
of Authenticating Agent.


 


The Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer, or partial redemption
thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and
shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of 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 Person organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, 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 Person into which an Authenticating Agent may
be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which
such Authenticating Agent shall be a party, or any Person succeeding to the corporate agency or corporate trust business of an Authenticating
Agent, shall continue to be an Authenticating Agent, provided such Person 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.


 


An Authenticating Agent may resign at any time
by giving written notice thereof to the Trustee for such series and to the Company. The Trustee for any series of Securities 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 for such series may appoint a successor Authenticating Agent
which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 1.06 to all
Holders of Securities of the series with respect to which such Authenticating Agent will serve. 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 such reasonable compensation for its services under this Section 6.14 as the Company and the Authenticating
Agent shall from time to time agree in writing.


 


If an appointment with respect
to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s
certificate of authentication, an alternative certificate of authentication in the following form:


 


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


 






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	 	[                                    ],
	 	         As Trustee
	 	 
	 	By	                         
	 	 	As Authenticating Agent
	 	 
	 	By	 
	 	 	Authorized Signatory




 


ARTICLE 7


 


HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND
THE COMPANY


 


Section 7.01     Company
to Furnish Trustee Names and Addresses of Holders.


 


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


 


(1)            semi-annually,
not later than [ ] and [ ] in each year, a list, in such form as the Trustee may reasonably require, of the names and addresses of the
Holders of Securities of each series as of the preceding [ ] or [ ], as the case may be, and


 


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


 


excluding from any such list names and addresses received by the Trustee
in its capacity as Security Registrar.


 


Section 7.02     Preservation
of Information; Communications to Holders.


 


The Trustee shall preserve, in as current a form
as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided
in Section 7.01 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee
may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished.


 


The rights of Holders to communicate with other
Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the
Trustee, shall be as provided by the Trust Indenture Act.


 


Every Holder of 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 any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.


 






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Section 7.03     Reports
by Trustee.


 


The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in
the manner provided pursuant thereto. Reports so required to be transmitted at stated intervals of not more than 12 months shall be transmitted
within 60 days after the first date of issuance of Securities and on each anniversary of such date.


 


A copy of each such report shall, at the time of
such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission
and with the Company. The Company will promptly notify the Trustee when any Securities are listed on any stock exchange or of any delisting
thereof.


 


Section 7.04     Reports
by the Company.


 


The Company shall file with the Trustee and the
Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant
to the Trust Indenture Act at the times and in the manner provided pursuant to the Trust Indenture Act; provided that any such
information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
shall be filed with the Trustee within 15 days after such information, documents or reports are filed with the Commission. Information,
documents and other reports filed with the Commission via the EDGAR system will be deemed to be delivered to the Trustee as of the time
of such filing via EDGAR for purposes of this Section 7.04; provided, however, that the Trustee shall have no obligation
whatsoever to determine whether or not such information, documents or reports have been filed via EDGAR. The Company also shall comply
with the other provisions of Section 314(a) of the Trust Indenture Act as applicable at the time.


 


Delivery of such reports, information and documents
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).


 


ARTICLE 8


 


CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR
LEASE


 


Section 8.01     Company
May Consolidate, Etc., Only on Certain Terms.


 


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


 






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(1)            in
case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company is merged or the
Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an
entirety 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 any premium and interest on all the Securities and the performance
or observance of every covenant of this Indenture on the part of the Company to be performed or observed;


 


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


 


(3)            the
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger,
conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture
comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.


 


Section 8.02     Successor
Substituted.


 


Upon any consolidation of the Company with, or
merger of the Company into, any other Person or any conveyance, transfer or lease of the properties and assets of the Company substantially
as an entirety in accordance with Section 8.01, the successor Person formed by such consolidation or into which the Company is merged
or 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
Securities.


 


ARTICLE 9


 


SUPPLEMENTAL INDENTURES


 


Section 9.01     Supplemental
Indentures Without Consent of Holders.


 


Without the consent of any Holders, the Company,
when authorized by a Board Resolution, 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:


 


(1)            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 Securities or to evidence the addition or release of any guarantor; or


 


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


 






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(3)            to
add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events
of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly
being included solely for the benefit of such series); or


 


(4)            to
add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of
Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate
the issuance of Securities in uncertificated form, provided that any such action shall not adversely affect the interests of the
Holders of Securities of any series or any related coupons in any material respect; or


 


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


 


 (6)            to secure or provide for the guarantee of the Securities; or




 


(7)            to establish the form or terms of Securities
of any series and any related coupons as permitted by Sections 2.01 and 3.01; or


 


(8)            to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or


 


(9)            to
add to, change or eliminate any of the provisions of this Indenture to such extent as shall be necessary to comply with the rules or
regulations on any securities exchange or automated quotation system on which any of the Securities may be listed or traded; or


 


(10)          to
cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein,
to eliminate any conflict between the terms hereof and the Trust Indenture Act or to make any other provisions with respect to matters
or questions arising under this Indenture, provided that such action pursuant to this Clause (10) shall not adversely affect the
interests of the Holders of Securities of any series in any material respect; or


 


(11)          to
supplement any of the provisions of this Indenture to the extent necessary to permit or facilitate the Defeasance and discharge of
any series of Securities pursuant to sections 4.01, 13.02 and 13.03; provided that any such action shall not adversely affect
the interests of the Holders of Securities of any series in any material respect; or


 






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 (12)           to make provisions with respect conversion or exchange rights of Holders of Securities of any series; or




 


(13)           to
add, delete from or revise the conditions, limitations or restrictions on issue, authentication and delivery of Securities; or


 


(14)           to make any change that does not adversely
affect the legal rights of any Holder of Securities of any series; or


 


(15)            to
conform the provisions of this Indenture or the Securities to the “Description of Notes” section of the prospectus supplement
relating to such Securities or the “Description of Debt Securities” section of the prospectus.


 


Section 9.02     Supplemental
Indentures With Consent of Holders.


 


With the consent of the Holders of not less than
a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, 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 or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,


 


(1)            change
the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount
thereof or the rate of interest thereon or any Additional Amounts payable in respect thereof or any premium payable upon the redemption
thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the
coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement
of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or


 


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


 


(3)            modify
any of the provisions of this Section, Section 5.13 or Section 10.07, except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding
Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any
Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and
Section 10.07, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(8).


 






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


 


It shall not be necessary for 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.


 


The Company may, but shall not be obligated to,
fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date
is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such
supplemental indenture, whether or not such Holders remain Holders after such record date; provided that, unless such consent shall
have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record
date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect.


 


Section 9.03     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 entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not
be obligated to, enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise.


 


Section 9.04     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 Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.


 


Section 9.05     Conformity
with Trust Indenture Act.


 


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


 


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


 



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Section 9.06     Reference
in Securities to Supplemental Indentures.


 


Securities of any series 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 Securities
of any series 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 may be authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.


 


ARTICLE 10 



 


COVENANTS


 


Section 10.01     Payment
of Principal, Premium and Interest.


 


The Company covenants and
agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and any premium and interest
on the Securities of that series in accordance with the terms of the Securities and this Indenture.


 


Section 10.02     Maintenance
of Office or Agency.


 


The Company will maintain in each Place of Payment
for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities
of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect
of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location,
and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.


 


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


 


With respect to any Global Security, and
except as otherwise may be specified for such Global Security as contemplated by Section 3.01, the Corporate Trust Office of
the Trustee shall be the Place of Payment where such Global Security may be presented or surrendered for payment or for registration
of transfer or exchange, or where successor Securities may be delivered in exchange therefor, provided, however, that any
such payment, presentation, surrender or delivery effected pursuant to the Applicable Procedures of the Depositary for such Global
Security shall be deemed to have been effected at the Place of Payment for such Global Security in accordance with the provisions of
this Indenture.


 






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Section 10.03     Money
for Securities Payments to Be Held in Trust.


 


If the Company shall at any time act as its own
Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any premium or interest
on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient
to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of its action or failure so to act.


 


Whenever the Company shall have one or more Paying
Agents for any series of Securities, it will, prior to each due date of the principal of or any premium or interest on any Securities
of that series, deposit (or, if the Company has deposited any trust funds with a trustee pursuant to Section 13.04(1), cause such
trustee to deposit) with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act,
and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.


 


The Company will cause each Paying Agent for any
series of Securities other than 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 will (1) comply with the provisions of the Trust
Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Company (or any other obligor
upon the Securities of that series) in the making of any payment in respect of the Securities of that series, upon the written request
of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that
series.


 


The Company may at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or 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, 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 or any premium or interest on any Security
of any series and remaining unclaimed for two years after such principal, premium or 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 the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may
at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on
each Business Day and of general circulation in New York, New York, notice 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 publication, any unclaimed balance of such money then
remaining will be repaid to the Company.


 






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Section 10.04     Statement
by Officers as to Default.


 


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


 


Section 10.05     Existence.


 


Subject to Article Eight, the Company will
do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory)
and franchises; provided, however, that the Company shall not be required to preserve any such right or franchise if the
Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company
and that the loss thereof is not disadvantageous in any material respect to the Holders of Outstanding Securities.


 


Section 10.06     Payment
of Taxes and Other Claims.


 


The Company will pay or discharge or cause to be
paid or discharged, before the same shall become delinquent, (1) all material taxes, assessments and governmental charges levied
or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary, and (2) all
material lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Company
or any Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim, the amount, applicability or validity of which is being contested in good faith
by appropriate proceedings.


 


Section 10.07     Waiver
of Certain Covenants.


 


Except as otherwise specified as contemplated by
Section 3.01 for Securities of a specific series, the Company may, with respect to the Securities of any series, omit in any particular
instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 3.01(18) or 9.01(2) for
the benefit of the Holders of such series, in Article Eight or in any of Sections 10.05 and 10.06, if before the time for such compliance
the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such term, provision or condition, but 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.


 






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Section 10.08     Calculation
of Original Issue Discount.


 


The Company shall file with the Trustee promptly
at the end of each calendar year a written notice specifying (i) the amount of original issue discount (including daily rates and
accrual periods) accrued on Outstanding Securities as of the end of such year, but only if as of the end of such year Securities issued
at an original issue discount are then Outstanding and (ii) such other specific information relating to such original issue discount
as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time.


 


Section 10.09     Additional
Amounts.


 


If any Securities of a series provide for the payment
of Additional Amounts, the Company will pay to the Holder of any Security of such series or any coupon appertaining thereto Additional
Amounts as may be specified as contemplated by Section 3.01. Whenever in this Indenture there is mentioned, in any context except
in the case of Section 5.02(1), the payment of principal (and premium, if any), the Redemption Price, if any, interest or any other
amount payable under or with respect to any Security of any series, such mention shall be deemed to include mention of the payment of
Additional Amounts provided by the terms of such series established pursuant to Section 3.01 to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to such terms.


 


Except as otherwise specified as contemplated
by Section 3.01, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the
first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest
prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date
of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the
below-mentioned Officer’s Certificate, the Company will furnish the Trustee and the Company’s principal Paying Agent or
Paying Agents, if other than the Trustee, with an Officer’s Certificate instructing the Trustee and such Paying Agent or
Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to
Holders of Securities of that series or any related coupons without withholding for or on account of any tax, assessment or other
governmental charge described in the Securities of or within the series. If any such withholding shall be required, then such
Officer’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of
Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the Additional Amounts, if
any, required by the terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so
receive the above- mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such
withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series
or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and
interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised.
The Company covenants to indemnify the Trustee and any Paying Agent and their respective officers, directors, employees and agents
for, and to hold them harmless against, any loss, liability or expense (including legal fees and expenses) reasonably incurred
without gross negligence or willful misconduct on their part arising out of or in connection with actions taken or omitted by any of
them in reliance on any Officer’s Certificate furnished pursuant to this Section or in reliance on the Company’s
not furnishing such an Officer’s Certificate.


 






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ARTICLE 11


 


REDEMPTION OF SECURITIES


 


Section 11.01     Applicability
of Article.


 


Securities of any series which 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 such Securities) in accordance with this Article.


 


Section 11.02     Election
to Redeem; Notice to Trustee.


 


The election of the Company to redeem any Securities
shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 3.01 for such Securities. In case
of any redemption at the election of the Company of less than all the Securities of any series (including any such redemption affecting
only a single Security), the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series
to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to
the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company
shall furnish the Trustee with an Officer’s Certificate evidencing compliance with such restriction.


 


Section 11.03     Selection
by Trustee of Securities to Be Redeemed.


 


If less than all the Securities of any series
are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects
only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date
by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall
deem fair and appropriate (subject to compliance with any applicable requirements of a national securities exchange and the Applicable
Procedures of the Depositary) and which may provide for the selection for redemption of a portion of the principal amount of any Security
of such series, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination
(which shall not be less than the minimum authorized denomination) for such Security; and provided further that so long as the
Securities are represented by one or more Global Securities, such selection shall be made by the Depositary in accordance with its customary
procedures. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects
only a single Security), the particular Securities to be redeemed shall be selected and notice of redemption will be mailed by first-class
mail to each Holder at least 15 but not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities
of such series and specified tenor not previously called for redemption in accordance with the preceding sentence.


 






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The Trustee shall promptly notify the Company in
writing of the Securities selected for redemption as aforesaid and, in case of any Securities selected for partial redemption as aforesaid,
the principal amount thereof to be redeemed. Notwithstanding the foregoing, such notice in respect of a
Global Security shall be given to the Depositary for such Security (or its designee) in accordance with the Applicable Procedures of such
Depositary.


 


The provisions of the two preceding paragraphs
shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole
or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an
authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.


 


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


 


Section 11.04     Notice
of Redemption.


 


Notice of redemption shall be given by first-class
mail, postage prepaid, mailed not less than 15 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be
redeemed, at his address appearing in the Security Register, with a copy to the Trustee and any Paying Agent.


 


All notices of redemption shall identify the Securities
to be redeemed, including (subject to Section 3.11) the CUSIP number, if any, and shall state:


 


 (1)             the Redemption Date,




 


 (2)             the Redemption Price,




 


(3)            if
less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification
(and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and,
if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of
the particular Security to be redeemed,


 


(4)            that
on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that
interest thereon will cease to accrue on and after said date,


 


 (5)            that interest, if any, accrued to the date fixed for redemption will be paid as specified in said notice,




 






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		(6)	the place or places where each such Security is to be surrendered for payment of the Redemption Price, and



 


		(7)	that the redemption is for a sinking fund, if such is the case.



 


Notice of redemption of Securities to be redeemed
at the election of the Company shall be given by the Company or, at the Company’s request made to the Trustee at least 35 days prior
to the Redemption Date, by the Trustee in the name and at the expense of the Company and shall be irrevocable.


 


Notwithstanding any other provision of this Indenture
or any Security, where this Indenture or any Security provides for notice of any event (including any notice of redemption) to a Holder
of a Global Security (whether by mail or otherwise), such notice shall be given to the Depositary for such Security (or its designee)
in accordance with the Applicable Procedures of such Depositary.


 


Section 11.05     Deposit
of Redemption Price.


 


Prior to any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall
be an Interest Payment Date or the Securities of the series provide otherwise) accrued interest on, all the Securities which are to be
redeemed on that date.


 


Section 11.06     Securities
Payable on Redemption Date.


 


Notice of redemption having been given as aforesaid,
the Securities 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 the Company shall default in the payment of the Redemption Price and accrued interest) such Securities
shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be
paid by the Company at the Redemption Price, together, if applicable, with accrued interest to the Redemption Date; provided, however,
that, unless otherwise specified as contemplated by Section 3.01, installments of interest whose Stated Maturity is on or prior to
the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the provisions of Section 3.07.


 


If any Security called for redemption shall not
be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date
at the rate prescribed therefor in the Security.


 


Section 11.07     Securities
Redeemed in Part.


 


Any Security which is to be redeemed only in
part shall be surrendered 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), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered.


 






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Section 11.08     Securities
Deemed No Longer Outstanding.


 


If the Company, having given notice to the Trustee
as provided in Section 11.02, shall have deposited with the Trustee or a Paying Agent, for the benefit of the Holders of any Securities
of any series or portions thereof called for redemption in whole or in part cash or other form of payment if permitted by the terms of
such Securities (which amount shall be immediately due and payable to the Holders of such Securities or portions thereof), in the amount
necessary so to redeem all such Securities or portions thereof on the Redemption Date and provision satisfactory to the Trustee shall
have been made for the giving of notice of such redemption, such Securities or portions thereof, shall thereupon, for all purposes of
this Indenture, be deemed to be no longer Outstanding, and the Holders thereof shall be entitled to no rights thereunder or hereunder,
except the right to receive payment of the Redemption Price, together with interest accrued to the Redemption Date, on or after the Redemption
Date of such Securities or portions thereof.


 


ARTICLE 12


 


SINKING FUNDS


 


Section 12.01     Applicability
of Article.


 


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


 


The minimum amount of any sinking fund payment
provided for by the terms of any Securities 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 such Securities is herein referred to as an “optional sinking fund payment”.
If provided for by the terms of any Securities, the cash amount of any sinking fund payment may be subject to reduction as provided in
Section 12.02. Each sinking fund payment shall be applied to the redemption of Securities as provided for by the terms of such Securities.


 


Section 12.02     Satisfaction
of Sinking Fund Payments with Securities.


 


The Company (1) may deliver Outstanding Securities
of a series (other than any previously called for redemption) and
(2)            may apply as a credit Securities of a series which have
been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any
sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms of such Securities as
and to the extent provided for by the terms of such Securities; provided that the Securities to be so credited have not been
previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at the
Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the
amount of such sinking fund payment shall be reduced accordingly.


 






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Section 12.03     Redemption
of Securities for Sinking Fund.


 


Not less than 60 days (or such shorter period as
shall be satisfactory to the Trustee) prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee
an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms
of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is
to be satisfied by delivering and crediting Securities pursuant to Section 12.02 and will also deliver to the Trustee any Securities
to be so delivered. Not less than 30 nor more than 45 days prior to each such sinking fund payment date, the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.03 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11.04. Such notice having
been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.06 and 11.07.


 


ARTICLE 13


 


DEFEASANCE AND COVENANT DEFEASANCE


 


Section 13.01     Company’s
Option to Effect Defeasance or Covenant Defeasance.


 


If applicable to a particular series of Securities,
the Company may elect, at its option at any time, to have Section 13.02 or Section 13.03 applied to any such series of Securities
or any Securities of such series, as the case may be, designated pursuant to Section 3.01 as being defeasible pursuant to such Section 13.02
or 13.03, in accordance with any applicable requirements provided pursuant to Section 3.01 and upon compliance with the conditions
set forth below in this Article. Any such election shall be evidenced by a Board Resolution or in another manner specified as contemplated
by Section 3.01 for such Securities.


 


Section 13.02     Defeasance
and Discharge.


 


Upon the Company’s exercise of its
option (if any) to have this Section applied to any applicable series of Securities or any Securities of such series, as the
case may be, the Company shall be deemed to have been discharged from its obligations with respect to such Securities as provided in
this Section on and after the date the conditions set forth in Section 13.04 are satisfied (hereinafter called
 “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the
entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder:
(1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 13.04 and as more
fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when
payments are due, (2) the Company’s obligations with respect to such Securities under Sections 3.04, 3.05, 3.06, 10.02
and 10.03, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to
compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any applicable
Securities notwithstanding the prior exercise of its option (if any) to have Section 13.03 applied to such Securities.


 






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Section 13.03     Covenant
Defeasance.


 


Upon the Company’s exercise of its option
(if any) to have this Section applied to any applicable series of Securities or any Securities of such series, as the case may be,
(1) the Company shall be released from its obligations under Sections 8.01, 10.05 and 10.06, and any covenants provided pursuant
to Section 3.01(18), 9.01(2) or 9.01(7) for the benefit of the Holders of such Securities, and (2) the occurrence
of any event specified in Sections 5.01(4) (with respect to Sections 8.01, 10.05 and 10.06, and any such covenants provided pursuant
to Sections 3.01(18), 9.01(2) and 5.01(7)) shall be deemed not to be or result in an Event of Default, in each case with respect
to such Securities as provided in this Section on and after the date the conditions set forth in Section 13.04 are satisfied
(hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such Securities,
the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such
specified Section (to the extent so specified in the case of Section 5.01(4)), whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein
or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.


 


Section 13.04     Conditions
to Defeasance or Covenant Defeasance.


 


The following shall be the conditions to the application
of Section 13.02 or Section 13.03 to any applicable series of Securities or any Securities of such series, as the case may be:


 


(1)            The
Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the
requirements contemplated by Section 6.09 and agrees to comply with the provisions of this Article applicable to it) as
trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely
to, the benefits of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which
through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later
than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in
the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered
to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and
discharge, the principal of and any premium and interest on such Securities on the respective Stated Maturities, in accordance with
the terms of this Indenture and such Securities. As used herein, “U.S. Government Obligation” means (x) any
security which is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of
the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency
or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of
the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities
Act) as custodian with respect to any U.S. Government Obligation which is specified in Clause (x) above and held by such bank
for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any
U.S. Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary
receipt.


 






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(2)            In
the event of an election to have Section 13.02 apply to any applicable series of Securities or any Securities of such series, as
the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this instrument, there has been
a change in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion
shall confirm that, the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the
deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to Federal income tax on the same
amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur.


 


(3)            In
the event of an election to have Section 13.03 apply to any applicable series of Securities or any Securities of such series, as
the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities
will not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with
respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would
be the case if such deposit and Covenant Defeasance were not to occur.


 


(4)            The
Company shall have delivered to the Trustee an Officer’s Certificate to the effect that neither such Securities nor any other Securities
of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit.


 


(5)            No
event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other
Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 5.01(5) and
(6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed
satisfied until after such 90th day).


 


(6)            Such
Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture
Act (assuming all Securities are in default within the meaning of the Trust Indenture Act).


 






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(7)            Such
Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other material agreement
or instrument to which the Company is a party or by which it is bound.


 


(8)            Such
Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the
meaning of the Investment Company Act unless such trust shall be registered under the Trust Indenture Act or exempt from registration
thereunder.


 


(9)            The
Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Defeasance or Covenant Defeasance have been complied with.


 


Section 13.05     Deposited
Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.


 


Subject to the provisions of the last paragraph
of Section 10.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other
qualifying trustee (solely for purposes of this Section and Section 13.06, the Trustee and any such other trustee are referred
to collectively as the “Trustee”) pursuant to Section 13.04 in respect of any Securities shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any
such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities,
of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be
segregated from other funds except to the extent required by law.


 


The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 13.04
or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account
of the Holders of Outstanding Securities.


 


Anything in this Article to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by
it as provided in Section 13.04 with respect to any Securities which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would
then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities.


 


Section 13.06     Reinstatement.


 


If the Trustee or the Paying Agent is unable
to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or released pursuant to Section 13.02 or 13.03 shall
be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until
such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 13.05 with respect
to such Securities in accordance with this Article; provided, however, that if the Company makes any payment of
principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be
subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust.


 






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This instrument may be executed in any number of
counterparts, which may be delivered by means of facsimile or e-mail (or another electronic means such as a PDF file), each of which so
executed shall be deemed an original, but all such counterparts shall together constitute but one and the same instrument.


 


(Signature page follows.) 


 



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


 


	 	 	CREATIVE MEDIA & COMMUNITY
    TRUST CORPORATION
	 
	 	 	By:	                       
	 
	[seal]	 	 
	 
	Attest:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	[            ],
	 	 	Trustee:
	 
	 	 	By:	 
	 
	[seal]	 	 
	 
	Attest:	 	 
	 	 	 
	 	 	 




 





(Signature Page to Indenture)