EXHIBIT
4-nnn


 


 



MORGAN STANLEY
FINANCE LLC,

as Issuer


 


MORGAN STANLEY,

as Guarantor





AND





THE BANK OF NEW YORK MELLON,

as Trustee









Senior Indenture





Dated as of February 16, 2016


 


 


 


 





    	 



    	 



    

CROSS REFERENCE
SHEET1





__________


 


Provisions of Trust Indenture
Act of 1939 and Indenture dated as of February 16, 2016, among MORGAN STANLEY FINANCE LLC, as Issuer, MORGAN STANLEY, as Guarantor,
and THE BANK OF NEW YORK MELLON, as Trustee:


 


	Section of the Act	Section of Indenture
	310(a)(1) and (2)	‎6.09
	310(a)(3) and (4)	Inapplicable
	310(b)	‎6.08 and ‎6.10(a), ‎(b) and ‎(d)
	311(a)	Inapplicable
	311(b)	Inapplicable
	311(c)	Inapplicable
	312(a)	‎4.01
	312(b)	Inapplicable
	312(c)	Inapplicable
	313(a)	‎4.04
	313(b)(1)	Inapplicable
	313(b)(2)	Inapplicable
	313(c)	‎4.04
	313(d)	‎4.03
	314(a)	‎4.03
	314(b)	Inapplicable
	314(c)(1) and (2)	‎11.05
	314(c)(3)	Inapplicable
	314(d)	Inapplicable
	314(e)	‎11.05
	314(f)	Inapplicable
	315(a), (c) and (d)	‎6.01
	315(b)	‎5.11
	315(e)	‎5.12
	316(a)(1)	‎5.09
	316(a)(2)	Inapplicable
	316(a) (last sentence)	‎7.04
	316(b)	‎5.07
	317(a)	‎5.02
	317(b)	‎3.04(a) and ‎(b)
	318(a)	‎11.07



 


_______________


1 This Cross Reference
Sheet is not part of the Indenture.



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TABLE
OF CONTENTS


________________




Page


 




	 	Article
                                         1

                                                                                Definitions

	 Section 1.01. 	Certain Terms Defined	1
	 	Article
                                         2

                                                                                Securities

	Section 2.01.	Forms Generally	7
	Section 2.02.	Form
    of Trustee’s Certificate of Authentication	8
	Section 2.03.	Amount
    Unlimited; Issuable in Series	8
	Section 2.04.	Authentication
and Delivery of Securities	11
	Section 2.05.	Execution of Securities	15
	Section 2.06.	Certificate
of Authentication	15
	Section 2.07.	 Denomination and Date of Securities; Payments of Interest	15
	Section 2.08.	Registration,
Transfer and Exchange	16
	Section 2.09.	Mutilated,
    Defaced, Destroyed, Lost and Stolen Securities	20
	Section 2.10.	Cancellation
of Securities; Disposition Thereof	21
	Section 2.11.	Temporary
Securities	22
	Section 2.12.	CUSIP
Numbers	22
	 	Article
                                         3

                                                                                Covenants of the Issuer

	Section 3.01.	Payment
of Principal and Interest	23
	Section 3.02.	Offices
for Payments, etc	23
	Section 3.03.	Appointment
to Fill a Vacancy in Office of Trustee	25
	Section 3.04.	Paying
Agents	25
	Section 3.05.	Written
Statement to Trustee	26
	Section 3.06.	Additional
Amounts	26
	Section 3.07.	Luxembourg
Publications	27
	Section 3.08.	Tax
Covenant	27
	 	Article
                                         4

                                                                                Securityholders Lists and Reports

                                                                                by the Issuer, the Guarantor and the Trustee

	 Section 4.01.	Issuer to Furnish Trustee Information as to Names and Addresses of Securityholders	28



 


 



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	 Section 4.02.   	Preservation
and Disclosure of Securityholders Lists	28
	 Section 4.03.	 Reports by the Issuer and the Guarantor	28
	 Section 4.04.	Reports
    by the Trustee	28
	 	Article
                                         5

                                                                                Remedies Of The Trustee And

                                                                                Securityholders On Event Of Default

	Section 5.01.	Event
of Default Defined; Acceleration of Maturity; Waiver of Default	29
	Section 5.02.	Collection of Indebtedness by Trustee; Trustee May Prove Debt	31
	Section 5.03.	Application
    of Proceeds	34
	Section 5.04.	Suits
    for Enforcement	35
	Section 5.05.	Restoration
    of Rights on Abandonment of Proceedings	35
	Section 5.06.	Limitations on Suits by Securityholders	36
	Section 5.07.	Unconditional Right of Securityholders to Institute Certain Suits	36
	Section 5.08.	Powers
    and Remedies Cumulative; Delay or Omission Not Waiver of Default	36
	Section 5.09.	Control
    by Holders of Securities	37
	Section 5.10.	Waiver of Past Defaults	37
	Section 5.11.	Trustee to Give Notice of Default; But May Withhold in Certain Circumstances	38
	Section 5.12.	Right
    of Court to Require Filing of Undertaking to Pay Costs	38
	 	Article
                                         6

                                                                                Concerning the Trustee

	Section 6.01.	Duties and Responsibilities of the Trustee; During Default; Prior to Default	39
	Section 6.02.	Certain Rights of the Trustee	41
	Section 6.03.	Trustee
    Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof	42
	Section 6.04.	 Trustee and Agents May Hold Securities or Coupons; Collections, etc	43
	Section 6.05.	 Moneys Held by Trustee	43
	Section 6.06.	Compensation and Indemnification of Trustee and Its Prior Claim	43
	Section 6.07.	Right of Trustee to Rely on Officer’s Certificate, etc	43
	Section 6.08. 	 Indentures Not Creating Potential Conflicting Interests for the Trustee	44
	Section 6.09. 	Persons Eligible for Appointment as Trustee	45
	Section 6.10.	 Resignation and Removal; Appointment of Successor Trustee	45
	Section 6.11.	Acceptance of Appointment by Successor Trustee	47



 






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	Section 6.12. 	Merger, Conversion, Consolidation or Succession to Business of Trustee	48
	Section 6.13.	 Preferential Collection of Claims Against the Issuer	49
	Section 6.14.	Appointment of Authenticating Agent	49
	 	Article
                                         7

                                                                                Concerning the Securityholders

	Section 7.01.	Evidence
    of Action Taken by Securityholders	50
	Section 7.02.	Proof of Execution of Instruments and of Holding of Securities	50
	Section 7.03.	Holders
    to Be Treated as Owners	52
	Section 7.04.	Securities Owned by Issuer or Guarantor Deemed Not Outstanding	52
	Section 7.05.	Right
    of Revocation of Action Taken	53
	 	Article
                                         8

                                                                                Supplemental Indentures

	Section 8.01.	Supplemental Indentures Without Consent of Securityholders	53
	Section 8.02.	Supplemental Indentures with Consent of Securityholders	55
	Section 8.03.	Effect of Supplemental Indenture	57
	Section 8.04. 	Documents to Be Given to Trustee	57
	Section 8.05. 	Notation on Securities in Respect of Supplemental Indentures	57
	 	Article
                                         9

                                                                                Consolidation, Merger, Sale or Conveyance of the Issuer

	Section 9.01.	Issuer’s
    Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions	58
	Section 9.02.	Successor Person Substituted	58
	Section 9.03.	Opinion of Counsel Delivered to Trustee	59
	 	Article
                                         10

                                                                                Satisfaction and Discharge of Indenture; Unclaimed Moneys

	Section 10.01.    	Satisfaction
    and Discharge of Indenture	59
	Section 10.02.	Application
    by Trustee of Funds Deposited for Payment of Securities	63
	Section 10.03.	Repayment
    of Moneys Held by Paying Agent	64
	Section 10.04.	Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years	64
	Section 10.05.	Indemnity
    for U.S. Government Obligations	64



 






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	 	Article
                                         11

                                                                                Miscellaneous Provisions

	Section 11.01.    	Incorporators,
    Stockholders, Officers, Managers and Directors of Issuer and Guarantor Exempt from Individual Liability   	65
	Section 11.02.	Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities and Coupons	65
	Section 11.03.	Successors and Assigns of Issuer and the Guarantor Bound by Indenture	65
	Section 11.04.	Notices
    and Demands on Issuer, Guarantor, Trustee and Holders of Securities and Coupons	65
	Section 11.05.	Officer’s Certificates and Opinions of Counsel; Statements to Be Contained Therein	67
	Section 11.06.	Payments Due on Saturdays, Sundays or Holidays	68
	Section 11.07.	Conflict of Any Provision of Indenture with Trust Indenture Act of 1939	68
	Section 11.08.	New
    York Law to Govern	68
	Section 11.09.	Counterparts	68
	Section 11.10.	Effect of Headings	68
	Section 11.11.	Securities in a Foreign Currency	68
	Section 11.12.	Judgment
    Currency	69
	Section 11.13.	Waiver of Jury Trial	70
	Section 11.14.	Submission
    to Jurisdiction; Waiver of Immunity	70
	 	Article
                                         12

                                                                                Redemption of Securities and Sinking Funds

	Section 12.01. 	 Applicability of Article	70
	Section 12.02.  	Notice of Redemption; Partial Redemptions	70
	Section 12.03.  	Payment of Securities Called for Redemption	72
	Section 12.04.  	Exclusion of Certain Securities from Eligibility for Selection for Redemption	73
	Section 12.05.  	Mandatory
    and Optional Sinking Funds	74
	 	Article
                                         13

                                                                                Guarantee

	Section 13.01.  	The
    Guarantee	76
	Section 13.02.  	Guarantee Unconditional	77
	Section 13.03.   	Discharge;
    Reinstatement	77
	Section 13.04.   	Waiver
    by the Guarantor	78
	Section 13.05.   	Subrogation	78
	Section 13.06.  	Stay of Acceleration	78
	Section 13.07.  	Savings Clause	78
	Section 13.08.   	Execution and Delivery of Guarantee	78
	Section 13.09.  	Release of Guaranty	79



 



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        Section 13.10.  
	Guarantor Negative Pledge	79
	Section 13.11.  	Guarantor’s Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain
    Conditions	79
	Section 13.12.  	Successor Person Substituted	80
	Section 13.13.   	Termination of the Guarantee upon Merger	80
	Section 13.14.  	Opinion
of Counsel Delivered to Trustee	80
	Section 13.15.  	Not
    Insured	80




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THIS SENIOR
INDENTURE, dated as of February 16, 2016 among MORGAN STANLEY FINANCE LLC, a Delaware limited liability company (the “Issuer”)
and a wholly-owned subsidiary of Morgan Stanley, MORGAN STANLEY, a Delaware corporation (the “Guarantor”),
and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”),


 


W I T N E
S S E T H :


 


WHEREAS,
the Issuer has duly authorized the issue from time to time of its unsecured debentures, notes or other evidences of indebtedness
to be issued in one or more series (the “Securities”) up to such principal amount or amounts as may from time
to time be authorized in accordance with the terms of this Indenture;


 


WHEREAS,
the Issuer has duly authorized the execution and delivery of this Indenture to provide, among other things, for the authentication,
delivery and administration of the Securities;


 


WHEREAS,
the Guarantor has duly authorized the full and unconditional guarantee of the Securities, and in order to provide the general
terms and conditions of the Securities and the guarantee of same, the Guarantor has duly authorized the execution and delivery
of this Indenture; and


 


WHEREAS,
all things necessary to make this Indenture a valid indenture and agreement according to its terms have been done;


 


NOW,
THEREFORE:


 


In consideration
of the premises and the purchases of the Securities by the holders thereof, the Issuer, the Guarantor and the Trustee covenant
and agree for the equal and proportionate benefit of the respective holders from time to time of the Securities and of the coupons,
if any, appertaining thereto as follows:


 


Article
1

Definitions


 


Section 1.01.
Certain Terms Defined. The following terms (except as otherwise expressly provided or unless the context otherwise clearly
requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified
in this Section. All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939 or the definitions
of which in the Securities Act of 1933 are referred to in the Trust Indenture Act of 1939, including terms defined therein by
reference to the Securities Act of 1933 (except as herein otherwise expressly provided or unless the context otherwise requires),
shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date
of this Indenture. All


 




    	 



    	 



    

accounting
terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted
accounting principles, and the term “generally accepted accounting principles” means such accounting principles
as are generally accepted at the time of any computation. 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. The terms defined in this Article have the meanings assigned to them in this Article and
include the plural as well as the singular.


 


“Authenticating
Agent” shall have the meaning set forth in ‎Section 6.14.


 


“Authorized
Newspaper” means a newspaper (which, in the case of The City of New York, will, if practicable, be The Wall Street Journal
(Eastern Edition), in the case of the United Kingdom, will, if practicable, be the Financial Times (London Edition) and, in the
case of Luxembourg, will, if practicable, be the Luxemburger Wort) published in an official language of the country of publication
customarily published at least once a day for at least five days in each calendar week and of general circulation in The City
of New York, the United Kingdom or in Luxembourg, as applicable. If it shall be impractical in the opinion of the Trustee to make
any publication of any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu thereof which
is made or given with the approval of the Trustee shall constitute a sufficient publication of such notice.


 


“Board”
means either the Board of Directors of the Guarantor or the Board of Managers of the Issuer, as applicable, or any committee of
such Board duly authorized to act on its behalf.


 


“Board
Resolution” means a copy of one or more resolutions, certified by the secretary or an assistant secretary of the Issuer
or the Guarantor, as applicable, to have been duly adopted or consented to by such Board and to be in full force and effect, and
delivered to the Trustee.


 


“Business
Day” means, with respect to any Security, unless otherwise specified pursuant to ‎Section 2.03, a day that in the
city (or in any of the cities, if more than one) in which amounts are payable, as specified in the form of such Security, is not
a day on which banking institutions are authorized or required by law or regulation to close.


 


“Commission”
means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934,
or if at any time after the execution and delivery of this Indenture such Commission is not existing and performing the duties
now assigned to it under the Trust Indenture Act, then the body performing such duties on such date.


 




    2


     

    

“Corporate
Trust Office” means the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular
time, be principally administered, which office is, at the date as of which this Indenture is dated, located in the borough of
Manhattan, The City of New York.


 


“Coupon”
means any interest coupon appertaining to a Security.


 


“covenant
defeasance” shall have the meaning set forth in ‎Section 10.01(c).


 


“Depositary”
means, with respect to the Securities of any series issuable or issued in the form of one or more Registered Global Securities,
the Person designated as Depositary by the Issuer pursuant to ‎Section 2.03 until a successor Depositary shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary”
as used with respect to the Securities of any such series shall mean the Depositary with respect to the Registered Global Securities
of that series.


 


“Dollar”
means the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public
and private debts.


 


“Event
of Default” means any event or condition specified as such in ‎Section 5.01.


 


“Exchange
Rate Agent” means, with respect to any Security, Morgan Stanley & Co. LLC and its successors and assigns or such
other person specified in such Security.


 


“Foreign
Currency” means a currency issued by the government of a country other than the United States (or any currency unit
comprised of any such currencies).


 


“Guarantee”
means the guarantee of the Issuer’s obligations under this Indenture and the Securities by the Guarantor pursuant to ‎Article
13.


 


“Guarantor”
means Morgan Stanley, a Delaware corporation, and, subject to ‎Article 13, its successors and assigns, in each case unless
and until the Guarantor is released from the Guarantee pursuant to this Indenture.


 


“Holder,”
“Holder of Securities,” “Securityholder” or other similar terms mean (a) in the case of
any Registered Security, the Person in whose name such Security is registered in the security register kept by the Issuer for
that purpose in accordance with the terms hereof, and (b) in the case of any Unregistered Security, the bearer of such Security,
or any Coupon appertaining thereto, as the case may be.


 




    3


     

    

“Indenture”
means this instrument as originally executed and delivered or, if amended or supplemented as herein provided, as so amended or
supplemented or both, and shall include the forms and terms of particular series of Securities established as contemplated hereunder.


 


“Interest”
means, when used with respect to non-interest bearing Securities, interest payable after maturity.


 


“Issuer”
means (except as otherwise provided in ‎Article 6) Morgan Stanley Finance LLC, a Delaware limited liability company and, subject
to ‎Article 9, its successors and assigns.


 


“Issuer
Order” means a written statement, request or order of the Issuer signed in its name by any one of the following: a Manager,
the President, any Vice President, the Treasurer, any Assistant Treasurer or any other person authorized by the Board of the Issuer
to execute any such written statement, request or order.


 


“Judgment
Currency” shall have the meaning set forth in ‎Section 11.12.


 


“Officer’s
Certificate” means (i) with respect to the Issuer, a certificate signed by any one of the following: a Manager, the
President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary, any Assistant Secretary or any other person
authorized by the Board of the Issuer to execute any such certificate and (ii) with respect to the Guarantor, a certificate signed
by any one of the following: the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer, any Executive Vice President, the Treasurer, any Assistant Treasurer, the Secretary, any Assistant
Secretary or any other person authorized by the Board of the Guarantor to execute any such certificate, in each case delivered
to the Trustee. Each such certificate shall comply with Section 314 of the Trust Indenture Act of 1939 and include the statements
provided for in ‎Section 11.05, if applicable.


 


“Opinion
of Counsel” means an opinion in writing signed by legal counsel to the Issuer or the Guarantor who may be an employee
of or counsel to the Issuer or the Guarantor and who shall be satisfactory to the Trustee. Each such opinion shall comply with
Section 314 of the Trust Indenture Act of 1939 and include the statements provided for in ‎Section 11.05, if applicable.


 


“original
issue date” of any Security (or portion thereof) means the earlier of (a) the date of such Security or (b) the date
of any Security (or portion thereof) for which such Security was issued (directly or indirectly) on registration of transfer,
exchange or substitution.


 




    4


     

    

“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 5.01.


 


“Outstanding”
when used with reference to Securities, shall, subject to the provisions of ‎Section 7.04, mean, as of any particular time,
all Securities authenticated and delivered by the Trustee under this Indenture, except


 


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


 


(b)     Securities,
or portions thereof, for the payment or redemption of which moneys or U.S. Government Obligations (as provided for in ‎Section
10.01) in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Issuer)
or shall have been set aside, segregated and held in trust by the Issuer for the Holders of such Securities (if the Issuer shall
act as its own paying agent), provided that if such Securities, or portions thereof, are to be redeemed prior to the maturity
thereof, notice of such redemption shall have been given as herein provided, or provision satisfactory to the Trustee shall have
been made for giving such notice; and


 


(c)     Securities
which shall have been paid or in substitution for which other Securities shall have been authenticated and delivered pursuant
to the terms of ‎Section 2.09 (except with respect to any such Security as to which proof satisfactory to the Trustee is presented
that such Security is held by a person in whose hands such Security is a legal, valid and binding obligation of the Issuer or
the Guarantor, or both).


 


In determining
whether the Holders of the requisite principal amount of Outstanding Securities of any or all series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal amount of an Original Issue Discount Security that
shall be deemed to be Outstanding for such purposes shall be the amount of the principal thereof that would be due and payable
as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to ‎Section 5.01.


 


“Periodic
Offering” means an offering of Securities of a series from time to time, the specific terms of which Securities, including,
without limitation, the rate or rates of interest, if any, thereon, the stated maturity or maturities thereof and the redemption
provisions, if any, with respect thereto, are to be determined by the Issuer or its agents upon the issuance of such Securities.


 


“Permitted
Liens” means liens for taxes or assessments or governmental charges or levies not then due and delinquent or the validity
of which is being contested in good faith or which are less than $1,000,000 in amount, liens created


 




    5


     

    

by or resulting
from any litigation or legal proceeding which is currently being contested in good faith by appropriate proceedings or which involves
claims of less than $1,000,000, deposits to secure (or in lieu of) surety, stay, appeal or customs bonds and such other liens
as the Board of the Guarantor determines do not materially detract from or interfere with the present value or control of the
Voting Securities subject thereto or affected thereby.


 


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


 


“principal”
whenever used with reference to the Securities or any Security or any portion thereof, shall be deemed to include “and
premium, if any.”


 


“record
date” shall have the meaning set forth in ‎Section 2.07.


 


“Redemption
Notice Period” shall have the meaning set forth in ‎Section 12.02.


 


“Registered
Global Security” means a Security evidencing all or a part of a series of Registered Securities, issued to the Depositary
for such series in accordance with ‎Section 2.04, and bearing the legend prescribed in ‎Section 2.04.


 


“Registered
Security” means any Security registered on the Security register of the Issuer.


 


“Required
Currency” shall have the meaning set forth in ‎Section 11.12.


 


“Responsible
Officer” when used with respect to the Trustee means an officer of the Trustee in the Corporate Trust Office, having
direct responsibility for the administration of this Indenture, and also, with respect to a particular matter, any other officer
to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.


 


“Security”
or “Securities” has the meaning stated in the first recital of this Indenture, or, as the case may be, Securities
that have been authenticated and delivered under this Indenture.


 


“Subsidiary”
means any corporation, limited liability company, partnership or other entity of which at the time of determination the Guarantor
owns or controls directly or indirectly more than 50% of the shares of voting stock or equivalent interest.


 


“Trust
Indenture Act of 1939” means the Trust Indenture Act of 1939.


 




    6


     

    

“Trustee”
means the Person identified as “Trustee” in the first paragraph hereof and, subject to the provisions of ‎Article
6, shall also include any successor trustee. “Trustee” shall also 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 the Securities of such series.


 


“Unregistered
Security” means any Security other than a Registered Security.


 


“U.S.
Government Obligations” shall have the meaning set forth in ‎Section 10.01(a).


 


“Voting
Securities” means stock of any class or classes having general voting power under ordinary circumstances to elect a
majority of the board of directors, managers or trustees of the Subsidiary in question, provided that, for the purposes
hereof, stock which carries only the right to vote conditionally on the happening of an event shall not be considered voting stock
whether or not such event shall have happened.


 


“Yield
to Maturity” means the yield to maturity on a series of securities, calculated at the time of issuance of such series,
or, if applicable, at the most recent redetermination of interest on such series, and calculated in accordance with accepted financial
practice.


 


Article
2

Securities


 


Section 2.01.
Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such
form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions of the Issuer
(as set forth in a Board Resolution of the Issuer or, to the extent established pursuant to rather than set forth in a Board Resolution
of the Issuer, an Officer’s Certificate of the Issuer detailing such establishment) 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 and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent
with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto,
or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing
such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons.


 




    7


     

    

The definitive
Securities and Coupons, if any, 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 and Coupons, if any, as evidenced by their execution
of such Securities and Coupons, if any.


 


Section 2.02.
Form of Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication on all Securities
shall be in substantially the following form:


 


“This
is one of the Securities referred to in the within-mentioned Senior Indenture.


 


	 
	 	as Trustee
	 	 
	By:	 
	 	Authorized Signatory
	 	 



 


If at any
time there shall be an Authenticating Agent appointed with respect to any series of Securities, then the Trustee’s Certificate
of Authentication to be borne by the Securities of each such series shall be substantially as follows:


 


“This is one of the Securities
referred to in the within-mentioned Senior Indenture.


 


	 
	 	as Authenticating Agent
	 	 
	By:	 
	 	Authorized Officer
	 	 
	 	 



 


Section 2.03.
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 and each such series shall rank equally and pari passu with all other unsecured and
unsubordinated debt of the Issuer. There shall be established in or pursuant to one or more Board Resolutions of the Issuer (and
to the extent established pursuant to rather than set forth in a Board Resolution of the Issuer, in an Officer’s Certificate
of the Issuer


 




    8


     

    

detailing such
establishment) or established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any
series,


 


(a)     the
designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other
series;


 


(b)     any
limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to ‎Section 2.08, ‎2.09, ‎2.11, ‎8.05 or ‎12.03);


 


(c)     if
other than Dollars, the coin or currency in which the Securities of that series are denominated (including, but not limited to,
any Foreign Currency);


 


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


 


(e)     the
rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall
accrue, on which such interest shall be payable and (in the case of Registered Securities) on which a record shall be taken for
the determination of Holders to whom interest is payable and/or the method by which such rate or rates or date or dates shall
be determined;


 


(f)     the
place or places where the principal of and any interest on Securities of the series shall be payable (if other than as provided
in ‎Section 3.02);


 


(g)     the
right, if any, of the Issuer to redeem Securities, in whole or in part, at its option and the period or periods within which,
the price or prices at which and any terms and conditions, including the Redemption Notice Period, upon which Securities of the
series may be so redeemed, pursuant to any sinking fund or otherwise;


 


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


 


(i)     if
other than denominations of $1,000 and any integral multiple thereof in the case of Registered Securities, or $1,000 and $5,000
in the case of Unregistered Securities, the denominations in which Securities of the series shall be issuable;


 




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(j)     if
other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable
upon declaration of acceleration of the maturity thereof;


 


(k)     if
other than the coin or currency in which the Securities of that series are denominated, the coin or currency in which payment
of the principal of or interest on the Securities of such series shall be payable;


 


(l)     if
the principal of or interest on the Securities of such series are to be payable, at the election of the Issuer or a Holder thereof,
in a coin or currency other than that in which the Securities are denominated, the period or periods within which, and the terms
and conditions upon which, such election may be made;


 


(m)     if
the amount of payments of principal of and interest on the Securities of the series may be determined with reference to an index
based on a coin or currency other than that in which the Securities of the series are denominated, or with reference to any currencies,
securities or baskets of securities, commodities or indices, the manner in which such amounts shall be determined;


 


(n)     if
the Holders of the Securities of the series may convert or exchange the Securities of the series into or for securities of the
Issuer or of other entities or other property (or the cash value thereof), the specific terms of and period during which such
conversion or exchange may be made;


 


(o)     whether
the Securities of the series will be issuable as Registered Securities (and if so, whether such Securities will be issuable as
Registered Global Securities) or Unregistered Securities (with or without Coupons), or any combination of the foregoing, any restrictions
applicable to the offer, sale, transfer, exchange or delivery of Unregistered Securities or Registered Securities or the payment
of interest thereon and, if other than as provided in ‎Section 2.08, the terms upon which Unregistered Securities of any series
may be exchanged for Registered Securities of such series and vice versa;


 


(p)     whether
and under what circumstances the Issuer will pay additional amounts on the Securities of the series held by a Person who is not
a U.S. Person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Issuer will
have the option to redeem such Securities rather than pay such additional amounts;


 


(q)     if
the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary
Security of such series) only upon receipt of certain certificates or other documents or satisfaction


 




    10


     

    

of other conditions,
the form and terms of such certificates, documents or conditions;


 


(r)     any
trustees, depositaries, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the
Securities of such series;


 


(s)     any
addition to, elimination of or other change in the events of default or covenants with respect to the Securities of such series,
including making events of default or covenants inapplicable or changing the remedies available to Holders of the Securities of
such series upon an event of default or a failure by the Issuer or the Guarantor to perform a covenant;


 


(t)     any
other terms of the series.


 


All Securities
of any one series and Coupons, if any, appertaining thereto, shall be substantially identical, except in the case of Registered
Securities as to denomination and except as may otherwise be provided by or pursuant to the Board Resolution of the Issuer or
Officer’s Certificate of the Issuer referred to above or as set forth in any such indenture supplemental hereto. 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 such Board Resolution, such Officer’s Certificate or in any such indenture supplemental
hereto.


 


Notwithstanding
‎Section 2.03(b) hereof and unless otherwise expressly provided with respect to a series of Securities, the aggregate principal
amount of a series of Securities may be increased and additional Securities of such series may be issued up to a maximum aggregate
principal amount authorized with respect to such series as increased.


 





Section 2.04.
Authentication and Delivery of Securities. (a) The Issuer may deliver Securities of any series having attached thereto
appropriate Coupons, if any, executed by the Issuer to the Trustee for authentication together with the applicable documents referred
to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the order of the
Issuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee
and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, original issue date, interest
rate and any other terms of the Securities of such series and Coupons, if any, appertaining thereto (including Redemption Notice
Periods) shall be determined by or pursuant to such Issuer Order and procedures. If provided for in such procedures, such Issuer
Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized agent, which
instructions shall be promptly confirmed in writing. In authenticating such


 







 




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Securities
and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled
to receive (in the case of subparagraphs ‎2.04(a)(ii), ‎2.04(a)(iii) and ‎2.04(a)(iv) below only at or before the
time of the first request of the Issuer to the Trustee to authenticate Securities of such series) and (subject to ‎Section
6.01) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:


 


(i)     an
Issuer Order requesting such authentication and setting forth delivery instructions if the Securities and Coupons, if any, are
not to be delivered to the Issuer, provided that, with respect to Securities of a series subject to a Periodic Offering, (a) such
Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of such Securities for authentication
and delivery, (b) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in
an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to an Issuer
Order or pursuant to procedures acceptable to the Trustee as may be specified from time to time by an Issuer Order, (c) the maturity
date or dates, original issue date or dates, interest rate or rates and any other terms of Securities of such series (including
Redemption Notice Periods) shall be determined by an Issuer Order or pursuant to such procedures and (d) if provided for in such
procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer
or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing;


 


(ii)     any
Board Resolution of the Issuer, Officer’s Certificate of the Issuer and/or executed supplemental indenture referred to in
Sections ‎2.01 and ‎2.03 by or pursuant to which the forms and terms of the Securities and Coupons, if any, were established;


 


(iii)     an
Officer’s Certificate of the Issuer setting forth the form or forms and terms of the Securities and Coupons, if any, stating
that the form or forms and terms of the Securities and Coupons, if any, have been established pursuant to Sections ‎2.01 and
‎2.03 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and


 


(iv)     at
the option of the Issuer, either one or more Opinions of Counsel, or one or more letters addressed to the Trustee each permitting
it to rely on such Opinions of Counsel, substantially to the effect that:


 


(A)     the
forms of the Securities and Coupons, if any, have been duly authorized and established in conformity with the provisions of this
Indenture;


 




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(B)     in
the case of an underwritten offering, the terms of the Securities have been duly authorized and established in conformity with
the provisions of this Indenture, and, in the case of an offering that is not underwritten, certain terms of the Securities have
been established pursuant to a Board Resolution of the Issuer, an Officer’s Certificate of the Issuer or a supplemental
indenture in accordance with this Indenture, and when such other terms as are to be established pursuant to procedures set forth
in an Issuer Order shall have been established, all such terms will have been duly authorized by the Issuer and will have been
established in conformity with the provisions of this Indenture;


 


(C)     when
the Securities and Coupons, if any, have been executed by the Issuer and authenticated by the Trustee in accordance with the provisions
of this Indenture and delivered to and duly paid for by the purchasers thereof, (i) they will have been duly issued under this
Indenture and will be valid and binding obligations of the Issuer and the Guarantor, respectively, enforceable in accordance with
their respective terms, and will be entitled to the benefits of this Indenture and (ii) the Guarantee with respect to such Securities
will have been duly issued under this Indenture and will be a valid and binding obligation of the Guarantor, enforceable in accordance
with its terms, and will be entitled to the benefits of this Indenture; and


 


(D)     the
execution and delivery by the Issuer and the Guarantor of, and the performance by the Issuer and the Guarantor of their respective
obligations under, the Securities and Coupons, if any, and the Guarantee, will not contravene any provision of applicable law
or the certificate of incorporation or by-laws of the Issuer or the Guarantor or any agreement or other instrument binding upon
the Issuer, the Guarantor or any of their respective consolidated subsidiaries that is material to the Issuer, the Guarantor and
their respective consolidated subsidiaries, taken as a whole, or, to the best of such counsel’s knowledge, any judgment,
order or decree of any U.S. governmental body, agency or court having jurisdiction over the Issuer, the Guarantor or any of their
respective consolidated subsidiaries, and no consent, approval or authorization of any U.S. governmental body or agency is required
for the performance by the Issuer or the Guarantor of their respective obligations under the Securities and Coupons, if any, and
the Guarantee, if and as applicable, except such as are specified and have been obtained and such as may be required by the securities
or blue sky laws of the various states in


 




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connection
with the offer and sale of the Securities and Coupons, if any.


 


In rendering
such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by
bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors
and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity
or at law). Such counsel may rely, as to all matters governed by the laws of jurisdictions other than the State of New York and
the federal law of the United States, upon opinions of other counsel (copies of which shall be delivered to the Trustee), who
shall be counsel reasonably satisfactory to the Trustee, in which case the opinion shall state that such counsel believes he and
the Trustee are entitled so to rely. Such counsel may also state that, insofar as such opinion involves factual matters, he has
relied, to the extent he deems proper, upon certificates of officers of the Issuer, the Guarantor and their respective subsidiaries
and certificates of public officials.


 


The Trustee
shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken by the Issuer or the Guarantor or if the Trustee in good faith
by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible
Officers shall determine that such action would expose the Trustee to personal liability to existing Holders or would affect the
Trustee’s own rights, duties or immunities under the Securities, this Indenture or otherwise.


 


If the Issuer
shall establish pursuant to ‎Section 2.03 that the Securities of a series are to be issued in the form of one or more Registered
Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with
respect to such series, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be
denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet cancelled,
(ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such
Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions and
(iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for
Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee
of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary
or any such nominee to a successor Depositary or a nominee of such successor Depositary.”


 




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Each Depositary
designated pursuant to ‎Section 2.03 must, at the time of its designation and at all times while it serves as Depositary,
be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.


 


Section 2.05.
Execution of Securities. The Securities and, if applicable, each Coupon appertaining thereto shall be signed on behalf
of the Issuer by any one of the following: a Manager, the President, any Vice President, the Treasurer or any Assistant Treasurer
or any other person authorized by the Board of the Issuer to execute Securities or, if applicable, Coupons, which Securities or
Coupons may, but need not, be attested. Such signatures may be the manual or facsimile signatures of the present or any future
such officers. Minor errors or defects in any such reproduction of any such signature shall not affect the validity or enforceability
of any Security that has been duly authenticated and delivered by the Trustee.


 


In case any
officer of the Issuer who shall have signed any of the Securities or Coupons, if any, shall cease to be such officer before the
Security or Coupon so signed (or the Security to which the Coupon so signed appertains) shall be authenticated and delivered by
the Trustee or disposed of by the Issuer, such Security or Coupon nevertheless may be authenticated and delivered or disposed
of as though the person who signed such Security or Coupon had not ceased to be such officer of the Issuer; and any Security or
Coupon may be signed on behalf of the Issuer by such persons as, at the actual date of the execution of such Security or Coupon,
shall be the proper officers of the Issuer, although at the date of the execution and delivery of this Indenture any such person
was not such an officer.


 


Section 2.06.
Certificate of Authentication. Only such Securities as shall bear thereon a certificate of authentication substantially
in the form hereinbefore recited, executed by the Trustee by the manual signature of one of its authorized signatories, shall
be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. No Coupon shall be entitled to the benefits
of this Indenture or shall be valid and obligatory for any purpose until the certificate of authentication on the Security to
which such Coupon appertains shall have been duly executed by the Trustee. The execution of such certificate by the Trustee upon
any Security executed by the Issuer shall be conclusive evidence that the Security so authenticated has been duly authenticated
and delivered hereunder and that the Holder is entitled to the benefits of this Indenture.


 


Section 2.07.
Denomination and Date of Securities; Payments of Interest. The Securities of each series shall be issuable as Registered
Securities or Unregistered Securities in denominations established as contemplated by ‎Section 2.03 or, with respect to the
Registered Securities of any series, if not so established, in denominations of $1,000 and any integral multiple thereof. If


 




    15


     

    

denominations
of Unregistered Securities of any series are not so established, such Securities shall be issuable in denominations of $1,000
and $5,000. The Securities of each series shall be numbered, lettered or otherwise distinguished in such manner or in accordance
with such plan as the officers of the Issuer executing the same may determine with the approval of the Trustee, as evidenced by
the execution and authentication thereof.


 


Each Registered
Security shall be dated the date of its authentication. Each Unregistered Security shall be dated as provided in the resolution
or resolutions of the Board of the Issuer referred to in ‎Section 2.03. The Securities of each series shall bear interest,
if any, from the date, and such interest shall be payable on the dates, established as contemplated by ‎Section 2.03.


 


The Person
in whose name any Registered Security of any series is registered at the close of business on any record date applicable to a
particular series with respect to any interest payment date for such series shall be entitled to receive the interest, if any,
payable on such interest payment date notwithstanding any transfer or exchange of such Registered Security subsequent to the record
date and prior to such interest payment date, except if and to the extent the Issuer shall default in the payment of the interest
due on such interest payment date for such series, in which case such defaulted interest shall be paid, at the Issuer’s
election (a) to the Persons in whose names Outstanding Registered Securities for such series are registered at the close of business
on a subsequent record date (which shall be not less than five Business Days prior to the date of payment of such defaulted interest)
established by notice given by mail by or on behalf of the Issuer to the Holders of Registered Securities not less than 15 days
preceding such subsequent record date or (b) in any lawful manner not inconsistent with the requirements of any securities exchange
on which such Registered Securities may be listed, and upon such notice as may be required by such exchange, if, after notice
given by the Issuer to the Trustee of the proposed payment pursuant to this clause (b), such manner of payment shall be deemed
practicable by the Trustee. The term “record date” as used with respect to any interest payment date (except
a date for payment of defaulted interest) for the Securities of any series shall mean the date specified as such in the terms
of the Registered Securities of such series established as contemplated by ‎Section 2.03, or, if no such date is so established,
if such interest payment date is the first day of a calendar month, the fifteenth day of the next preceding calendar month or,
if such interest payment date is the fifteenth day of a calendar month, the first day of such calendar month, whether or not such
record date is a Business Day.


 


Section 2.08.
Registration, Transfer and Exchange. The Issuer will keep at each office or agency to be maintained for the purpose as
provided in ‎Section 3.02 for each series of Securities a register or registers in which, subject to such reasonable regulations
as it may prescribe, it will provide for the registration of Registered Securities of such series and the registration of transfer
of Registered


 




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Securities
of such series. Such register shall be in written form in the English language or in any other form capable of being converted
into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection by the
Trustee.


 


Upon due
presentation for registration of transfer of any Registered Security of any series at any such office or agency to be maintained
for the purpose as provided in ‎Section 3.02, the Issuer shall execute and the Trustee shall authenticate and deliver in the
name of the transferee or transferees a new Registered Security or Registered Securities of the same series, maturity date, interest
rate and original issue date in authorized denominations for a like aggregate principal amount.


 


Unregistered
Securities (except for any temporary global Unregistered Securities) and Coupons (except for Coupons attached to any temporary
global Unregistered Securities) shall be transferable by delivery.


 


At the option
of the Holder thereof, Registered Securities of any series (other than a Registered Global Security, except as set forth below)
may be exchanged for a Registered Security or Registered Securities of such series having authorized denominations and an equal
aggregate principal amount, upon surrender of such Registered Securities to be exchanged at the agency of the Issuer that shall
be maintained for such purpose in accordance with ‎Section 3.02 and upon payment, if the Issuer shall so require, of the charges
hereinafter provided. If the Securities of any series are issued in both registered and unregistered form, except as otherwise
specified pursuant to ‎Section 2.03, at the option of the Holder thereof, Unregistered Securities of any series may be exchanged
for Registered Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender
of such Unregistered Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance
with ‎Section 3.02, with, in the case of Unregistered Securities that have Coupons attached, all unmatured Coupons and all
matured Coupons in default thereto appertaining, and upon payment, if the Issuer shall so require, of the charges hereinafter
provided. At the option of the Holder thereof, if Unregistered Securities of any series, maturity date, interest rate and original
issue date are issued in more than one authorized denomination, except as otherwise specified pursuant to ‎Section 2.03, such
Unregistered Securities may be exchanged for Unregistered Securities of such series having authorized denominations and an equal
aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Issuer that shall
be maintained for such purpose in accordance with ‎Section 3.02 or as specified pursuant to ‎Section 2.03, with, in the
case of Unregistered Securities that have Coupons attached, all unmatured Coupons and all matured Coupons in default thereto appertaining,
and upon payment, if the Issuer shall so require, of the charges hereinafter provided. Unless otherwise specified pursuant


 




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to ‎Section
2.03, Registered Securities of any series may not be exchanged for Unregistered Securities of such series. Whenever any Securities
are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive. All Securities and Coupons surrendered upon any exchange or transfer provided
for in this Indenture shall be promptly cancelled and disposed of by the Trustee and the Trustee will deliver a certificate of
disposition thereof to the Issuer.


 


All Registered
Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer or the
Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the
Issuer and the Trustee duly executed by the Holder or his attorney duly authorized in writing.


 


The Issuer
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
exchange or registration of transfer of Securities. No service charge shall be made for any such transaction.


 


The Issuer
shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days next preceding
the first mailing of notice of redemption of Securities of such series to be redeemed or (b) any Securities selected, called or
being called for redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof
not so to be redeemed or (c) any Securities if the Holder thereof has exercised any right to require the Issuer to repurchase
such Securities, in whole or in part, except, in the case of any Security to be repurchased in part, the portion thereof not so
to be repurchased.


 


Notwithstanding
any other provision of this ‎Section 2.08, unless and until it is exchanged in whole or in part for Securities in definitive
registered form, a Registered Global Security representing all or a portion of the Securities of a series may not be transferred
except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such
Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such
series or a nominee of such successor Depositary.


 


If at any
time the Depositary for any Registered Securities of a series represented by one or more Registered Global Securities notifies
the Issuer that it is unwilling or unable to continue as Depositary for such Registered Securities or if at any time the Depositary
for such Registered Securities shall no longer be eligible under ‎Section 2.04, the Issuer shall appoint a successor Depositary
eligible under ‎Section 2.04 with respect to such Registered Securities. If a


 




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successor Depositary
eligible under ‎Section 2.04 for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer
receives such notice or becomes aware of such ineligibility, the Issuer’s election pursuant to ‎Section 2.03 that such
Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer will
execute, and the Trustee, upon receipt of an Officer’s Certificate for the authentication and delivery of definitive Securities
of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any
authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or
Securities representing such Registered Securities in exchange for such Registered Global Security or Securities.


 


Subject to
the procedures of the Depositary, the Issuer may at any time and in its sole discretion determine that the Registered Securities
of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global
Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officer’s Certificate
for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such
series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal
to the principal amount of the Registered Global Security or Securities representing such Registered Securities, in exchange for
such Registered Global Security or Securities.


 


If specified
by the Issuer pursuant to ‎Section 2.03 with respect to Securities represented by a Registered Global Security, the Depositary
for such Registered Global Security may surrender such Registered Global Security in exchange in whole or in part for Securities
of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon,
the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,


 


(i)     to
the Person specified by such Depositary a new Registered Security or Securities of the same series, of any authorized denominations
as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person’s beneficial interest
in the Registered Global Security; and


 


(ii)    to
such Depositary a new Registered Global Security in a denomination equal to the difference, if any, between the principal amount
of the surrendered Registered Global Security and the aggregate principal amount of Registered Securities authenticated and delivered
pursuant to clause (i) above.


 




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Upon the
exchange of a Registered Global Security for Securities in definitive registered form without coupons, in authorized denominations,
such Registered Global Security shall be cancelled by the Trustee or an agent of the Issuer or the Trustee. Securities in definitive
registered form without coupons issued in exchange for a Registered Global Security pursuant to this ‎Section 2.08 shall be
registered in such names and in such authorized denominations as the Depositary for such Registered Global Security, pursuant
to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Issuer or
the Trustee. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities
are so registered.


 


All Securities
issued upon any transfer or exchange of Securities shall be valid obligations of the Issuer (and the Guarantee on such Securities
shall be a valid obligation of the Guarantor), evidencing the same debt, and entitled to the same benefits under this Indenture,
as the Securities surrendered upon such transfer or exchange.


 


Notwithstanding
anything herein or in the terms of any series of Securities to the contrary, none of the Issuer, the Trustee or any agent of the
Issuer or the Trustee (any of which, other than the Issuer, shall rely on an Officer’s Certificate of the Issuer and an
Opinion of Counsel) shall be required to exchange any Unregistered Security for a Registered Security if such exchange would result
in adverse Federal income tax consequences to the Issuer or the Guarantor (such as, for example, the inability of the Issuer or
the Guarantor to deduct from its income, as computed for Federal income tax purposes, the interest payable on the Unregistered
Securities) under then applicable United States Federal income tax laws.


 


Section 2.09.
Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In case any temporary or definitive Security or any Coupon appertaining
to any Security shall become mutilated, defaced or be destroyed, lost or stolen, the Issuer in its discretion may execute, and
upon the written request of any officer of the Issuer, the Trustee shall authenticate and deliver a new Security of the same series,
maturity date, interest rate and original issue date, bearing a number or other distinguishing symbol not contemporaneously outstanding,
in exchange and substitution for the mutilated or defaced Security, or in lieu of and in substitution for the Security so destroyed,
lost or stolen with Coupons corresponding to the Coupons appertaining to the Securities so mutilated, defaced, destroyed, lost
or stolen, or in exchange or substitution for the Security to which such mutilated, defaced, destroyed, lost or stolen Coupon
appertained, with Coupons appertaining thereto corresponding to the Coupons so mutilated, defaced, destroyed, lost or stolen.
In every case the applicant for a substitute Security or Coupon shall furnish to the Issuer, to the Guarantor and to the Trustee
and any agent of the Issuer, the Guarantor or the Trustee such security or indemnity as may be required by them to indemnify and
defend and to save each of them harmless and, in every


 




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case of destruction,
loss or theft, evidence to their satisfaction of the destruction, loss or theft of such Security or Coupon and of the ownership
thereof and in the case of mutilation or defacement shall surrender the Security and related Coupons to the Trustee or such agent.


 


Upon the
issuance of any substitute Security or Coupon, the Issuer 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
or its agent) connected therewith. In case any Security or Coupon which has matured or is about to mature or has been called for
redemption in full shall become mutilated or defaced or be destroyed, lost or stolen, the Issuer may instead of issuing a substitute
Security, pay or authorize the payment of the same or the relevant Coupon (without surrender thereof except in the case of a mutilated
or defaced Security or Coupon), if the applicant for such payment shall furnish to the Issuer, the Guarantor and to the Trustee
and any agent of the Issuer, the Guarantor or the Trustee such security or indemnity as any of them may require to save each of
them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Issuer and the Trustee
and any agent of the Issuer or the Trustee evidence to their satisfaction of the destruction, loss or theft of such Security or
Coupon and of the ownership thereof.


 


Every substitute
Security or Coupon of any series issued pursuant to the provisions of this Section by virtue of the fact that any such Security
or Coupon is destroyed, lost or stolen shall constitute an additional contractual obligation of the Issuer and the Guarantor,
whether or not the destroyed, lost or stolen Security or Coupon shall be at any time enforceable by anyone and shall be entitled
to all the benefits of (but shall be subject to all the limitations of rights set forth in) this Indenture equally and proportionately
with any and all other Securities or Coupons of such series duly authenticated and delivered hereunder. All Securities and Coupons
shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing provisions are exclusive
with respect to the replacement or payment of mutilated, defaced or destroyed, lost or stolen Securities and Coupons and shall
preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement or payment of negotiable instruments or other securities without their surrender.


 


Section 2.10.
Cancellation of Securities; Disposition Thereof. All Securities and Coupons surrendered for payment, redemption, registration
of transfer or exchange, or for credit against any payment in respect of a sinking or analogous fund, if surrendered to the Issuer
or any agent of the Issuer or the Trustee or any agent of the Trustee, shall be delivered to the Trustee or its agent for cancellation
or, if surrendered to the Trustee, shall be cancelled by it; and no Securities or Coupons shall be issued in lieu thereof except
as expressly permitted


 




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by any of the
provisions of this Indenture. The Trustee or its agent shall dispose of cancelled Securities and Coupons held by it and deliver
a certificate of disposition to the Issuer. If the Issuer or its agent shall acquire any of the Securities or Coupons, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities or Coupons unless and until
the same are delivered to the Trustee or its agent for cancellation.


 


Section 2.11.
Temporary Securities. Pending the preparation of definitive Securities for any series, the Issuer may execute and the Trustee
shall authenticate and deliver temporary Securities for such series (printed, lithographed, typewritten or otherwise reproduced,
in each case in form satisfactory to the Trustee). Temporary Securities of any series shall be issuable as Registered Securities
without coupons, or as Unregistered Securities with or without coupons attached thereto, of any authorized denomination, and substantially
in the form of the definitive Securities of such series but with such omissions, insertions and variations as may be appropriate
for temporary Securities, all as may be determined by the Issuer with the concurrence of the Trustee as evidenced by the execution
and authentication thereof. Temporary Securities may contain such references to any provisions of this Indenture as may be appropriate.
Every temporary Security shall be executed by the Issuer and be authenticated by the Trustee upon the same conditions and in substantially
the same manner, and with like effect, as the definitive Securities. Without unreasonable delay the Issuer shall execute and shall
furnish definitive Securities of such series and thereupon temporary Registered Securities of such series may be surrendered in
exchange therefor without charge at each office or agency to be maintained by the Issuer for that purpose pursuant to ‎Section
3.02 and, in the case of Unregistered Securities, at any agency maintained by the Issuer for such purpose as specified pursuant
to ‎Section 2.03, and the Trustee shall authenticate and deliver in exchange for such temporary Securities of such series
an equal aggregate principal amount of definitive Securities of the same series having authorized denominations and, in the case
of Unregistered Securities, having attached thereto any appropriate Coupons. Until so exchanged, the temporary Securities of any
series shall be entitled to the same benefits under this Indenture as definitive Securities of such series, unless otherwise established
pursuant to ‎Section 2.03. The provisions of this Section are subject to any restrictions or limitations on the issue and
delivery of temporary Unregistered Securities of any series that may be established pursuant to ‎Section 2.03 (including any
provision that Unregistered Securities of such series initially be issued in the form of a single global Unregistered Security
to be delivered to a depositary or agency located outside the United States and the procedures pursuant to which definitive or
global Unregistered Securities of such series would be issued in exchange for such temporary global Unregistered Security).


 


Section 2.12.
CUSIP Numbers. The Issuer in issuing the Securities may use “CUSIP,” “ISIN” and other similar numbers
(if then generally in use), and, if


 




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so, the Trustee
shall use “CUSIP,” “ISIN” and other similar numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.
The Issuer will promptly notify the Trustee of any changes in the “CUSIP,” “ISIN” and other similar numbers.


 


Article
3

Covenants of the Issuer


 


Section 3.01.
Payment of Principal and Interest. The Issuer covenants and agrees for the benefit of each series of Securities that it
will duly and punctually pay or cause to be paid the principal of, and interest on, each of the Securities of such series (together
with any additional amounts payable pursuant to the terms of such Securities) at the place or places, at the respective times
and in the manner provided in such Securities and in the Coupons, if any, appertaining thereto and in this Indenture. The interest
on Securities with Coupons attached (together with any additional amounts payable pursuant to the terms of such Securities) shall
be payable only upon presentation and surrender of the several Coupons for such interest installments as are evidenced thereby
as they severally mature. If any temporary Unregistered Security provides that interest thereon may be paid while such Security
is in temporary form, the interest on any such temporary Unregistered Security (together with any additional amounts payable pursuant
to the terms of such Security) shall be paid, as to the installments of interest evidenced by Coupons attached thereto, if any,
only upon presentation and surrender thereof, and, as to the other installments of interest, if any, only upon presentation of
such Securities for notation thereon of the payment of such interest, in each case subject to any restrictions that may be established
pursuant to ‎Section 2.03. The interest on Registered Securities (together with any additional amounts payable pursuant to
the terms of such Securities) shall be payable only to or upon the written order of the Holders thereof and, at the option of
the Issuer, may be paid by wire transfer or by mailing checks for such interest payable to or upon the written order of such Holders
at their last addresses as they appear on the registry books of the Issuer.


 


Section 3.02.
Offices for Payments, etc. So long as any Registered Securities are authorized for issuance pursuant to this Indenture
or are outstanding hereunder, the Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency
where the Registered Securities of each series may be presented for payment, where the Securities of each series may be presented
for exchange as is provided in this Indenture and, if applicable, pursuant


 




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to ‎Section
2.03 and where the Registered Securities of each series may be presented for registration of transfer as in this Indenture provided.


 


The Issuer
initially appoints the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, as its agency
for the foregoing purposes. The Issuer may subsequently appoint a different office or agency of the Issuer in the Borough of Manhattan,
The City of New York. The Issuer further initially appoints the Trustee at said Corporate Trust Office as Security registrar for
each series of Securities. The Issuer will have the right to remove and replace from time to time the Security registrar for any
series of Securities; provided that no such removal or replacement will be effective until a successor Security registrar
with respect to such series of Securities has been appointed by the Issuer and has accepted such appointment.


 


The Issuer
will maintain one or more offices or agencies in a city or cities located outside the United States (including any city in which
such an agency is required to be maintained under the rules of any stock exchange on which the Securities of such series are listed)
where the Unregistered Securities, if any, of each series and Coupons, if any, appertaining thereto may be presented for payment.
No payment on any Unregistered Security or Coupon will be made upon presentation of such Unregistered Security or Coupon at an
agency of the Issuer within the United States nor will any payment be made by transfer to an account in, or by mail to an address
in, the United States unless pursuant to applicable United States laws and regulations then in effect such payment can be made
without adverse tax consequences to the Issuer or the Guarantor. Notwithstanding the foregoing, payments in Dollars of Unregistered
Securities of any series and Coupons appertaining thereto which are payable in Dollars may be made at an agency of the Issuer
maintained in the Borough of Manhattan, The City of New York if such payment in Dollars at each agency maintained by the Issuer
outside the United States for payment on such Unregistered Securities is illegal or effectively precluded by exchange controls
or other similar restrictions.


 


The Issuer
will maintain in the Borough of Manhattan, The City of New York, an office or agency where notices and demands to or upon the
Issuer or the Guarantor in respect of the Securities of any series, the Coupons appertaining thereto or this Indenture may be
served.


 


The Issuer
will give to the Trustee written notice of the location of each such office or agency and of any change of location thereof. In
case the Issuer shall fail to maintain any agency required by this Section to be located in the Borough of Manhattan, The City
of New York, or shall fail to give such notice of the location or of any change in the location of any of the above agencies,
presentations and demands may be made and notices may be served at the Corporate Trust Office of the Trustee.


 




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The Issuer
may from time to time designate one or more additional offices or agencies where the Securities of a series and any Coupons appertaining
thereto may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture
and pursuant to ‎Section 2.03 and where the Registered Securities of that series may be presented for registration of transfer
as in this Indenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable
or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of
its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice
of any such designation or rescission thereof.


 


Section 3.03.
Appointment to Fill a Vacancy in Office of Trustee. The Issuer, whenever necessary to avoid or fill a vacancy in the office
of Trustee, will appoint, in the manner provided in ‎Section 6.10, a Trustee, so that there shall at all times be a Trustee
with respect to each series of Securities hereunder.


 


Section 3.04.
Paying Agents. Whenever the Issuer shall appoint a paying agent other than the Trustee with respect to the Securities of
any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree
with the Trustee, subject to the provisions of this Section,


 


(a)     that
it will hold all sums received by it as such agent for the payment of the principal of or interest on the Securities of such series
(whether such sums have been paid to it by the Issuer or by any other obligor on the Securities of such series) in trust for the
benefit of the Holders of the Securities of such series, or Coupons appertaining thereto, if any, or of the Trustee,


 


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


 


(c)     that
it will pay any such sums so held in trust by it to the Trustee upon the Trustee’s written request at any time during the
continuance of the failure referred to in clause ‎3.04(b) above.


 


The Issuer
will, on or prior to each due date of the principal of or interest on the Securities of such series (but no later than 10:00 a.m.
New York City time on an interest payment date in the case of payments of interest), deposit with the paying agent a sum sufficient
to pay such principal or interest so becoming due, and (unless such paying agent is the Trustee) the Issuer will promptly notify
the Trustee of any failure to take such action.


 




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If the Issuer
shall act as its own paying agent with respect to the Securities of any series, it will, on or before each due date of the principal
of or interest on the Securities of such series, set aside, segregate and hold in trust for the benefit of the Holders of the
Securities of such series or the Coupons appertaining thereto a sum sufficient to pay such principal or interest so becoming due.
The Issuer will promptly notify the Trustee of any failure to take such action.


 


Anything
in this Section to the contrary notwithstanding, but subject to ‎Section 10.01, the Issuer or the Guarantor may at any time,
for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of Securities hereunder, or
for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the Issuer, the Guarantor
or any paying agent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained.


 


Anything
in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to
the provisions of Sections ‎10.03 and ‎10.04.


 


Section 3.05.
Written Statement to Trustee. The Issuer will furnish to the Trustee on or before March 31 in each year (beginning with
March 31, 2016) a brief certificate (which need not comply with ‎Section 11.05) from the principal executive, financial or
accounting officer of the Issuer stating that in the course of the performance by the signer of his duties as an officer of the
Issuer he would normally have knowledge of any default or non-compliance by the Issuer in the performance of any covenants or
conditions contained in this Indenture, stating whether or not he has knowledge of any such default or non-compliance and, if
so, specifying each such default or non-compliance of which the signer has knowledge and the nature thereof.


 


Section 3.06.
Additional Amounts. If the terms of the Securities of a series established as contemplated by ‎Section 2.03 specify
that any additional amounts will be payable by the Issuer or a Guarantor, 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 the maturity
thereof, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal
or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer’s Certificate,
the Issuer will furnish the Trustee and the Issuer’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 or interest on the Securities of that series shall be made to Holders of Securities of that series without withholding for
or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding
shall be required, then such Officer’s Certificate shall specify by


 




    26


     

    

country the
amount, if any, required to be withheld on such payments to such Holders of Securities and the Issuer or the Guarantor, as the
case may be, will pay to the Trustee or such paying agent or paying agents the additional amounts required by this Section. Each
of the Issuer and Guarantor covenant to indemnify each of the Trustee and any paying agent for, and to hold each of them harmless
against, any loss, liability or expense 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, except to the extent that any such loss, liability or expense
is due to its own negligence or bad faith.


 


Whenever
in the Securities of any such series there is mentioned in any context, the payment of the principal of or interest or any other
amounts on, or in respect of, such Securities, such mention shall be deemed to include mention of the payment of additional amounts
provided by the terms of such Securities to the extent that, in such context, additional amounts are, were or would be payable
in respect thereof pursuant to such terms, and express mention of the payment of additional amounts (if applicable) in any provision
of such Securities shall not be construed as excluding the payment of additional amounts in those provisions hereof where such
express mention is not made.


 


Section 3.07.
Luxembourg Publications. In the event of the publication of any notice pursuant to ‎Section 5.11, ‎6.10(a), ‎6.11,
‎8.02, ‎10.04, ‎12.02 or ‎12.05, the party making such publication in the Borough of Manhattan, The City of New
York and London shall also, to the extent that notice is required to be given to Holders of Securities of any series by applicable
Luxembourg law or stock exchange regulation, as evidenced by an Officer’s Certificate of the Issuer or the Guarantor, as
applicable, delivered to such party, make a similar publication in Luxembourg.


 


Section 3.08.
Tax Covenant. In order to comply with applicable tax laws (inclusive of rules, regulations and interpretations promulgated
by competent authorities) related to this Indenture in effect from time to time (“Applicable Law”) that a foreign
financial institution, issuer, trustee, paying agent or other party is or has agreed to be subject to, the Issuer and the Guarantor
agree (i) to provide to the Trustee and each paying agent, upon their reasonable request, sufficient information, reasonably available
to the Issuer and the Guarantor, about the parties and/or transactions (including any modification to the terms of such transactions)
so that the Trustee and each paying agent can determine whether it has tax related obligations under Applicable Law, (ii) that
the Trustee and each paying agent shall be entitled to make any withholding or deduction from payments to the extent necessary
to comply with Applicable Law for which the Trustee and each paying agent shall not have any liability, and (iii) to hold harmless
the Trustee and each paying agent for any losses it may suffer due to the actions it takes to comply with Applicable Law. The
terms of this paragraph shall survive the satisfaction and discharge of this Indenture.


 




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Article
4

Securityholders Lists and Reports

by the Issuer, the Guarantor and the Trustee


 


Section 4.01.
Issuer to Furnish Trustee Information as to Names and Addresses of Securityholders. If and so long as the Trustee shall
not be the Security registrar for the Securities of any series, the Issuer will furnish or cause to be furnished to the Trustee
a list in such form as the Trustee may reasonably require of the names and addresses of the Holders of the Registered Securities
of such series pursuant to Section 312 of the Trust Indenture Act of 1939 (a) semi-annually not more than 15 days after each record
date for the payment of interest on such Registered Securities, as hereinabove specified, as of such record date and on dates
to be determined pursuant to ‎Section 2.03 for non-interest bearing Registered Securities in each year, and (b) at such other
times as the Trustee may request in writing, within thirty days after receipt by the Issuer of any such request as of a date not
more than 15 days prior to the time such information is furnished.


 


Section
4.02. Preservation and Disclosure of Securityholders Lists.


 


This Section
intentionally left blank.


 


Section 4.03.
Reports by the Issuer and the Guarantor. Each of the Issuer and the Guarantor covenants to provide the Trustee, within
15 days after the Issuer or the Guarantor, as applicable, is required to file the same with the Commission, copies of the annual
reports and of the information, documents, and other reports that the Issuer or the Guarantor, as applicable, may be required
to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 or pursuant to Section
314 of the Trust Indenture Act of 1939. 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 Issuer’s or the Guarantor’s compliance with any
of their respective covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates
of the Issuer or the Guarantor, as applicable).


 


Section 4.04.
Reports by the Trustee. Any Trustee’s report required under Section 313(a) of the Trust Indenture Act of 1939 shall
be transmitted on or before January 15 in each year beginning January 15, 2017, as provided in Section 313(c) of the Trust Indenture
Act of 1939, so long as any Securities are Outstanding hereunder, and shall be dated as of a date convenient to the Trustee no
more than 60 days prior thereto.


 




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Article
5

Remedies Of The Trustee And

Securityholders On Event Of Default


 


Section 5.01.
Event of Default Defined; Acceleration of Maturity; Waiver of Default. Except as may be otherwise provided pursuant to
‎Section 2.03 for Securities of any series, “Event of Default” with respect to Securities of any series
wherever used herein, means each one of the following events which shall have occurred and be continuing (whatever the reason
for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):


 


(a)     default
in the payment of any installment of interest upon any of the Securities of such series as and when the same shall become due
and payable, and continuance of such default for a period of 30 days; or


 


(b)     default
in the payment of all or any part of the principal on any of the Securities of such series as and when the same shall become due
and payable either at maturity, upon any redemption, by declaration or otherwise; or


 


(c)     failure
on the part of the Issuer duly to observe or perform any other of the covenants or agreements on the part of the Issuer in the
Securities of such series (other than a covenant or warranty in respect of the Securities of such series a default in the performance
or breach of which is elsewhere in this Section specifically dealt with) or in this Indenture contained for a period of 60 days
after the date on which written notice specifying such failure, stating that such notice is a “Notice of Default”
hereunder and demanding that the Issuer remedy the same, shall have been given by registered or certified mail, return receipt
requested, to the Issuer by the Trustee, or to the Issuer and the Trustee by the holders of at least 25% in aggregate principal
amount of the Outstanding Securities of all series affected thereby; or


 


(d)     a
court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer in an involuntary
case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or for any substantial part of its property or
ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period
of 60 consecutive days; or


 


(e)     the
Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect,
or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking
possession by a receiver, liquidator,


 




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assignee, custodian,
trustee, sequestrator (or similar official) of the Issuer or for any substantial part of its property, or make any general assignment
for the benefit of creditors; or


 


(f)     any
other Event of Default provided in the supplemental indenture under which such series of Securities is issued or in the form of
Security for such series.


 


If an Event
of Default described in clauses ‎5.01(a), ‎5.01(b), ‎5.01(c) or ‎5.01(f) (if the Event of Default under clause
‎5.01(c) or ‎5.01(f), as the case may be, is with respect to less than all series of Securities then Outstanding) occurs
and is continuing, then, and in each and every such case, except for any series of Securities the principal of which shall have
already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities
of each such affected series then Outstanding hereunder (voting as a single class) by notice in writing to the Issuer (and to
the Trustee if given by Securityholders), may declare the entire principal (or, if the Securities of any such affected series
are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series)
of all Securities of all such affected series, and the interest accrued thereon, if any, to be due and payable immediately, and
upon any such declaration, the same shall become immediately due and payable. If an Event of Default described in clause ‎5.01(c)
or ‎5.01(f) (if the Event of Default under clause ‎5.01(c) or ‎5.01(f), as the case may be, is with respect to all
series of Securities then Outstanding), ‎5.01(d) or ‎5.01(e) occurs and is continuing, then and in each and every such
case, unless the principal of all the Securities shall have already become due and payable, either the Trustee or the Holders
of not less than 25% in aggregate principal amount of all the Securities then Outstanding hereunder (treated as one class), by
notice in writing to the Issuer (and to the Trustee if given by Securityholders), may declare the entire principal (or, if any
Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of
all the Securities then Outstanding, and interest accrued thereon, if any, to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable.


 


The foregoing
provisions, however, are subject to the condition that if, at any time after the principal (or, if the Securities are Original
Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of the Securities of any series
(or of all the Securities, as the case may be) shall have been so declared due and payable, and before any judgment or decree
for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer or the Guarantor shall
pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of
such series (or of all the Securities, as the case may be) and the principal of any and all Securities of each such series (or
of all the Securities, as the case may be)


 




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which shall
have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest
is enforceable under applicable law, on overdue installments of interest, at the same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in the Securities of each such series (or at the respective
rates of interest or Yields to Maturity of all the Securities, as the case may be) to the date of such payment or deposit) and
such amount as shall be sufficient to cover reasonable compensation to the Trustee and each predecessor Trustee, its agents, attorneys
and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee
except as a result of negligence or bad faith, and if any and all Events of Default under the Indenture, other than the non-payment
of the principal of Securities which shall have become due by acceleration, shall have been cured, waived or otherwise remedied
as provided herein then and in every such case the Holders of a majority in aggregate principal amount of all the Securities of
each such series, or of all the Securities, in each case voting as a single class, then Outstanding, by written notice to the
Issuer and to the Trustee, may waive all defaults with respect to each such series (or with respect to all the Securities, as
the case may be) and rescind and annul such declaration and its consequences, but no such waiver or rescission and annulment shall
extend to or shall affect any subsequent default or shall impair any right consequent thereon.


 


For all purposes
under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and
declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has
been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes
hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment
of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest,
if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.


 





Section 5.02.
Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that Article 2 in case default shall
be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have become
due and payable, and such default shall have continued for a period of 30 days or Article 3 in case default shall be made in the
payment of all or any part of the principal of any of the Securities of any series when the same shall have become due and payable,
whether upon maturity of the Securities of such series or upon any redemption or by declaration or otherwise—then upon demand
of the Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of the Securities of such series the whole amount
that then shall have become due and payable on all Securities of such series, and such Coupons, for principal or interest, as
the case may be (with interest to the date of such payment upon the


 




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overdue principal
and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the
same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities
of such series); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection,
including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel,
and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result
of its negligence or bad faith.


 


Until such
demand is made by the Trustee, the Issuer may pay the principal of and interest on the Securities of any series to the Holders,
whether or not the Securities of such series be overdue.


 


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


 


In case there
shall be pending proceedings relative to the Issuer under Title 11 of the United States Code or any other applicable Federal or
state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property,
or in case of any other comparable judicial proceedings relative to the Issuer, or to the creditors or property of the Issuer,
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 pursuant to the provisions of this
Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:


 


(i)     to
file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original
Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid
in respect of the Securities of any series, 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 reasonable compensation to the Trustee and each predecessor Trustee,
and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances
made, by the Trustee and each predecessor Trustee, except as a


 




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result
of negligence or bad faith) and of the Securityholders allowed in any judicial proceedings relative to the Issuer or the Guarantor,
if applicable, or to the creditors or property of the Issuer or the Guarantor, if applicable,


 


(ii)     unless
prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election
of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings relative
to the Issuer or the Guarantor, if applicable, or Person performing similar functions in comparable proceedings relative to the
Issuer or the Guarantor, if applicable, and


 


(iii)     to
collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received
with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver, or liquidator,
custodian or other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and,
in the event that the Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such
amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective
agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each
predecessor Trustee except as a result of negligence or bad faith.


 


Nothing herein
contained shall be deemed to authorize the Trustee to exercise any remedy against the Issuer or the Guarantor solely as a result
of, or because it is related directly or indirectly to, the insolvency of the Guarantor or the commencement of any proceedings
relative to the Guarantor under Title 11 of the United States Code, or the appointment of a receiver for the Guarantor under Title
II of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or the commencement of any other applicable federal
or state bankruptcy, insolvency, resolution or other similar law, or solely as a result of, or because it is related directly
or indirectly to, a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official
having been appointed for or having taken possession of the Guarantor or its property, or solely as a result of, or because it
is related directly or indirectly to, the institution of any other comparable judicial or regulatory proceedings relative to the
Guarantor, or to the creditors or property of the Guarantor. Notwithstanding the foregoing, the Trustee is authorized to exercise
any remedy against the Issuer as a result of an Event of Default described in ‎Section 5.01(d) or ‎(e).


 


Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or


 




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composition
affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of
the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy
or similar Person.


 


All rights
of action and of asserting claims under this Indenture, or under any of the Securities of any series or Coupons appertaining to
such Securities, may be enforced by the Trustee without the possession of any of the Securities of such series or Coupons appertaining
to such Securities or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings
instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject
to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents
and attorneys, shall be for the ratable benefit of the Holders of the Securities or Coupons appertaining to such Securities in
respect of which such action was taken.


 


In any proceedings
brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities or Coupons appertaining to
such Securities in respect to which such action was taken, and it shall not be necessary to make any Holders of such Securities
or Coupons appertaining to such Securities parties to any such proceedings.


 


Section 5.03.
Application of Proceeds. Any moneys collected by the Trustee pursuant to this Article in respect of any series shall be
applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account
of principal or interest, upon presentation of the several Securities and Coupons appertaining to such Securities in respect of
which monies have been collected and stamping (or otherwise noting) thereon the payment, or issuing Securities of such series
in reduced principal amounts in exchange for the presented Securities of like series if only partially paid, or upon surrender
thereof if fully paid:


 


FIRST: To
the payment of costs and expenses applicable to such series in respect of which moneys have been collected, including reasonable
compensation to the Trustee and each predecessor Trustee and their respective agents and attorneys and of all expenses and liabilities
incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith;


 


SECOND: In
case the principal of the Securities of such series in respect of which moneys have been collected shall not have become and be
then due and payable, to the payment of interest on the Securities of such series in default in the


 




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order of the
maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee)
upon the overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original
Issue Discount Securities) specified in such Securities, such payments to be made ratably to the Persons entitled thereto, without
discrimination or preference;


 


THIRD: In
case the principal of the Securities of such series in respect of which moneys have been collected shall have become and shall
be then due and payable, to the payment of the whole amount then owing and unpaid upon all the Securities of such series for principal
and interest, with interest upon the overdue principal, and (to the extent that such interest has been collected by the Trustee)
upon overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue
Discount Securities) specified in the Securities of such series; and in case such moneys shall be insufficient to pay in full
the whole amount so due and unpaid upon the Securities of such series, then to the payment of such principal and interest or Yield
to Maturity, without preference or priority of principal over interest or Yield to Maturity, or of interest or Yield to Maturity
over principal, or of any installment of interest over any other installment of interest, or of any Security of such series over
any other Security of such series, ratably to the aggregate of such principal and accrued and unpaid interest or Yield to Maturity;
and


 


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


 


Section 5.04.
Suits for Enforcement. In case an Event of Default has occurred, has not been waived and is continuing, the Trustee may
in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy
or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture or to enforce any other legal or equitable right vested in the Trustee by this Indenture
or by law.


 


Section 5.05.
Restoration of Rights on Abandonment of Proceedings. In case the Trustee shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely
to the Trustee, then and in every such case the Issuer, the Guarantor and the Trustee shall be restored respectively to their
former positions and rights hereunder, and all rights, remedies and powers of the Issuer, the Guarantor, the Trustee and the Securityholders
shall continue as though no such proceedings had been taken.


 




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Section 5.06.
Limitations on Suits by Securityholders. No Holder of any Security of any series or of any Coupon appertaining thereto
shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law
or in equity or in bankruptcy or otherwise upon or under or with respect to this Indenture, or for the appointment of a trustee,
receiver, liquidator, custodian or other similar official or for any other remedy hereunder, unless such Holder previously shall
have given to the Trustee written notice of default and of the continuance thereof, as hereinbefore provided, and unless also
the Holders of not less than 25% in aggregate principal amount of the Securities of each affected series then Outstanding (treated
as a single class) shall have made written request upon the Trustee to institute such action or proceedings in its own name as
trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby and the Trustee for 60 days after its receipt of such notice, request and offer
of indemnity shall have failed to institute any such action or proceeding and no direction inconsistent with such written request
shall have been given to the Trustee pursuant to ‎Section 5.09; it being understood and intended, and being expressly covenanted
by the taker and Holder of every Security or Coupon with every other taker and Holder and the Trustee, that no one or more Holders
of Securities of any series or Coupons appertaining to such Securities shall have any right in any manner whatever by virtue or
by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other such Holder of Securities
or Coupons appertaining to such Securities, or to obtain or seek to obtain priority over or preference to any other such Holder
or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit
of all Holders of Securities of the applicable series and Coupons appertaining to such Securities. For the protection and enforcement
of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.


 


Section 5.07.
Unconditional Right of Securityholders to Institute Certain Suits. Notwithstanding any other provision in this Indenture
and any provision of any Security, the right of any Holder of any Security or Coupon to receive payment of the principal of and
interest on such Security or Coupon on or after the respective due dates expressed in such Security or Coupon, or to institute
suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the
consent of such Holder.


 


Section 5.08.
Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default. Except as provided in ‎Section 5.06, no right
or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities or Coupons 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


 




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or in equity
or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 


No delay
or omission of the Trustee or of any Holder of Securities or Coupons to exercise any right or power accruing upon any Event of
Default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of any
such Event of Default or an acquiescence therein; and, subject to ‎Section 5.06, every power and remedy given by this Indenture
or by law to the Trustee or to the Holders of Securities or Coupons may be exercised from time to time, and as often as shall
be deemed expedient, by the Trustee or by the Holders of Securities or Coupons.


 


Section 5.09.
Control by Holders of Securities. The Holders of a majority in aggregate principal amount of the Securities of each series
affected (with all such series voting as a single class) at the time Outstanding 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 by this Indenture; provided that such direction shall not be
otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to
the provisions of ‎Section 6.01) the Trustee shall have the right to decline to follow any such direction if the Trustee,
being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee
in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of
the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the
Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be
unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining in the giving of said direction,
it being understood that (subject to ‎Section 6.01) the Trustee shall have no duty to ascertain whether or not such actions
or forbearances are unduly prejudicial to such Holders.


 


Nothing in
this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which
is not inconsistent with such direction or directions by Securityholders.


 


Section 5.10.
Waiver of Past Defaults. Prior to the acceleration of the maturity of any Securities as provided in ‎Section 5.01,
the Holders of a majority in aggregate principal amount of the Securities of all series at the time Outstanding with respect to
which an event of default shall have occurred and be continuing (voting as a single class) may on behalf of the Holders of all
such Securities waive any past default or Event of Default described in ‎Section 5.01 and its consequences, except a default
in the payment of principal or interest


 




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(unless such
default has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration
has been deposited with the Trustee) or a default in respect of a covenant or provision hereof which cannot be modified or amended
without the consent of the Holder of each Security affected. In the case of any such waiver, the Issuer, the Guarantor, the Trustee
and the Holders of all such Securities shall be restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other default or impair any right consequent thereon.


 


Upon any
such waiver, such default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured, and not to have occurred for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.


 


Section 5.11.
Trustee to Give Notice of Default; But May Withhold in Certain Circumstances. The Trustee shall, within ninety days after
the occurrence of a default with respect to the Securities of any series, give notice of all defaults with respect to that series
known to the Trustee (i) if any Unregistered Securities of a series affected are then Outstanding, to the Holders thereof, (A)
by mail to such Holders who have filed their names and addresses with the Trustee within the two years preceding the notice at
such addresses as were so furnished to the Trustee and (B) either through the customary notice provisions of the clearing system
or systems through which beneficial interests in such Unregistered Securities are owned if such Unregistered Securities are held
only in global form or by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York,
and at least once in an Authorized Newspaper in London (and, if required by ‎Section 3.07, at least once in an Authorized
Newspaper in Luxembourg), and (ii) if any Registered Securities of a series affected are then Outstanding, by mailing notice to
the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry
books, unless in each case such defaults shall have been cured before the mailing or publication of such notice (the term “defaults”
for the purpose of this Section being hereby defined to mean any event or condition which is, or with notice or lapse of time
or both would become, an Event of Default); provided that, except in the case of default in the payment of the principal
of or interest on any of the Securities of such series, or in the payment of any sinking fund installment on such series, the
Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee, or a
trust committee of directors or trustees and/or Responsible Officers of the Trustee in good faith determines that the withholding
of such notice is in the interests of the Securityholders of such series.


 


Section 5.12.
Right of Court to Require Filing of Undertaking to Pay Costs. In lieu of the provisions set forth in Section 315(e) of
the Trust Indenture


 




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Act of 1939,
all parties to this Indenture agree, and each Holder of any Security or Coupon by his acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant
in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good
faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted
by the Trustee, to any suit instituted by any Securityholder or group of Securityholders of any series holding in the aggregate
more than 10% in aggregate principal amount of the Securities of such series, or, in the case of any suit relating to or arising
under clause ‎5.01(c) or ‎5.01(f) (if the suit relates to Securities of more than one but less than all series), 10% in
aggregate principal amount of Securities then Outstanding and affected thereby, or in the case of any suit relating to or arising
under clause ‎5.01(c) or ‎5.01(f) (if the suit under clause ‎5.01(c) or ‎5.01(f) relates to all the Securities
then Outstanding), ‎5.01(d) or ‎5.01(e), 10% in aggregate principal amount of all Securities then Outstanding, or to any
suit instituted by any Securityholder for the enforcement of the payment of the principal of or interest on any Security on or
after the due date expressed in such Security or any date fixed for redemption.


 


Article
6

Concerning the Trustee


 


Section 6.01.
Duties and Responsibilities of the Trustee; During Default; Prior to Default. With respect to the Holders of any series
of Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Securities of
a particular series and after the curing or waiving of all Events of Default which may have occurred with respect to such series,
undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default
with respect to the Securities of a series has occurred (which has not been cured or waived) the Trustee shall exercise with respect
to such series of Securities such of the rights and powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.


 


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


 




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(a)     prior
to the occurrence of an Event of Default with respect to the Securities of any series and after the curing or waiving of all such
Events of Default with respect to such series which may have occurred:


 


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


 


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


 


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


 


(c)     the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders pursuant to ‎Section 5.09 relating to the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; provided
that such action or omission is permitted under this Indenture.


 


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


 


The provisions
of this ‎Section 6.01 are in furtherance of and subject to Section 315 of the Trust Indenture Act of 1939.


 




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Section 6.02.
Certain Rights of the Trustee. In furtherance of and subject to the Trust Indenture Act of 1939, and subject to ‎Section
6.01:


 


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


 


(b)     the
Trustee may request that the Issuer or the Guarantor 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 of the Issuer or the Guarantor, as applicable,
including any person specified as so authorized in any such certificate previously delivered and not superseded;


 


(c)     any
request, direction, order or demand of the Issuer or the Guarantor mentioned herein shall be sufficiently evidenced by an Officer’s
Certificate of the Issuer or the Guarantor, as applicable (unless other evidence in respect thereof be herein specifically prescribed);
and any resolution of the Board of the Issuer or the Guarantor may be evidenced to the Trustee by a copy thereof certified by
the secretary or an assistant secretary of the Issuer or the Guarantor, as applicable;


 


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


 


(e)     the
Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture at the request, order
or direction of any of the Securityholders pursuant to the provisions of this Indenture, unless such Securityholders shall have
offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein
or thereby;


 


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


 


(g)     prior
to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall
not be bound to


 




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make any investigation
into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so
to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding;
provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by
the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses
or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or,
if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demand;


 


(h)     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 not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part
of any such agent or attorney appointed with due care by it hereunder;


 


(i)     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 each agent, custodian
and other Person employed to act hereunder;


 


(j)     anything
in this Indenture notwithstanding, in no event shall the Trustee be liable for special, indirect, punitive or consequential loss
or damage of any kind whatsoever (including but not limited to loss of profit), even if the Trustee has been advised as to the
likelihood of such loss or damage and regardless of the form of action; and


 


(k)     the
Trustee shall not be deemed to have notice of any default or Event of Default unless a Responsible Officer has actual knowledge
thereof or unless written notice of any default or Event of Default is received by a Responsible Officer, and such notice references
the Securities and this Indenture.


 


Section 6.03.
Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof. The recitals contained
herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the
Issuer or the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee
makes no representation as to the validity or sufficiency of this Indenture or of the Securities or Coupons. The Trustee shall
not be accountable for the use or application by the Issuer of any of the Securities or of the proceeds thereof.


 




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Section 6.04.
Trustee and Agents May Hold Securities or Coupons; Collections, etc. The Trustee or any agent of the Issuer, the Guarantor
or the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities or Coupons with the same
rights it would have if it were not the Trustee or such agent and may otherwise deal with the Issuer and the Guarantor and receive,
collect, hold and retain collections from the Issuer or the Guarantor, as applicable, with the same rights it would have if it
were not the Trustee or such agent.


 


Section 6.05.
Moneys Held by Trustee. Subject to the provisions of ‎Section 10.04 hereof, all moneys received by the Trustee shall,
until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated
from other funds except to the extent required by mandatory provisions of law. Neither the Trustee nor any agent of the Issuer,
the Guarantor or the Trustee shall be under any liability for interest on any moneys received by it hereunder.


 


Section 6.06.
Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer covenants and agrees to pay to the Trustee
from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision
of law in regard to the compensation of a trustee of an express trust) and the Issuer covenants and agrees to pay or reimburse
the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or
made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and
the expenses and disbursements of its counsel and of all agents and other Persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence or bad faith. The Issuer also covenants to indemnify the Trustee
and each predecessor Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence
or bad faith on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts
hereunder and its duties hereunder, including the costs and expenses of defending itself against or investigating any claim of
liability in the premises. The obligations of the Issuer under this Section to compensate and indemnify the Trustee and each predecessor
Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. Such additional indebtedness
shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except
funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities are hereby subordinated
to such senior claim.


 


Section 6.07.
Right of Trustee to Rely on Officer’s Certificate, etc. Subject to Sections ‎6.01 and ‎6.02, whenever in
the administration of the trusts of


 




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


 


Section 6.08.
Indentures Not Creating Potential Conflicting Interests for the Trustee. The following indentures are hereby specifically
described for the purposes of excluding such indentures and this Indenture with respect to Securities of any other series from
the operation of Section 310(b)(1) of the Trust Indenture Act of 1939: the Amended and Restated Senior Indenture dated as of May
1, 1999 between the Guarantor and The Bank of New York Mellon, a New York banking corporation, (as successor to JPMorgan Chase
Bank, N.A. (formerly known as The Chase Manhattan Bank)) relating to one or more series of debt securities up to such principal
amount or amounts as may be authorized in accordance with its terms; the Senior Indenture dated as of November 1, 2004 between
the Guarantor and The Bank of New York Mellon, a New York banking corporation (as successor to JPMorgan Chase Bank, N.A. (formerly
known as The Chase Manhattan Bank)), relating to one or more series of debt securities up to such principal amount or amounts
as may be authorized in accordance with its terms; the Indenture dated as of November 15, 2000 between the Guarantor and The Bank
of New York Mellon, a New York banking corporation (as successor to JPMorgan Chase Bank, N.A., London Branch (formerly known as
The Chase Manhattan Bank, London Branch)), relating to one or more series of debt securities up to such principal amount or amounts
as may from time to time be authorized in accordance with its terms; the Senior Indenture dated as of May 15, 1999 between the
Guarantor and The Bank of New York Mellon, a New York banking corporation (as successor to JPMorgan Chase Bank, N.A. (formerly
known as The Chase Manhattan Bank)); the Senior Indenture dated as of July 10, 2006 between the Guarantor and The Bank of New
York Mellon, a New York banking corporation (as successor to JPMorgan Chase Bank, N.A.), relating to one or more series of debt
securities up to such principal amount or amounts as may be authorized in accordance with its terms; the Senior Indenture dated
as of December 21, 2006 between the Guarantor and The Bank of New York Mellon, a New York banking corporation, relating to one
or more series of debt securities up to such principal amount or amounts as may from time to time be authorized in accordance
with its terms; the Senior Indenture dated as of July 24, 2015 among Morgan Stanley B.V., the Guarantor and The Bank of New York
Mellon, a New York banking corporation, relating to one or more series of debt securities up to such principal amount or amounts
as may from time to time be authorized in


 




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accordance
with its terms and this Indenture with respect to the Securities of any other series.


 


Section 6.09.
Persons Eligible for Appointment as Trustee. The Trustee for each series of Securities hereunder shall at all times be
a corporation organized and doing business under the laws of the United States of America or of any State or the District of Columbia
having a combined capital and surplus of at least $5,000,000, and which is authorized under such laws to exercise corporate trust
powers and is subject to supervision or examination by Federal, State or District of Columbia authority. Such corporation shall
have its principal place of business in the United States of America. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in ‎Section
6.10.


 


The provisions
of this ‎Section 6.09 are in furtherance of and subject to Section 310(a) of the Trust Indenture Act of 1939.


 





Section 6.10.
Resignation and Removal; Appointment of Successor Trustee.   (a) The Trustee, or any trustee or trustees hereafter
appointed, may at any time resign with respect to one or more or all series of Securities by giving at least thirty (30) days’
written notice of resignation to the Issuer and the Guarantor and (i) if any Unregistered Securities of a series affected are
then Outstanding, by giving at least thirty (30) days’ notice of such resignation to the Holders thereof (A) by mail to
such Holders who have filed their names and addresses with the Trustee within the two years preceding the notice at such addresses
as were so furnished to the Trustee and (B) either through the customary notice provisions of the clearing system or systems through
which beneficial interests in such Unregistered Securities are owned if such Unregistered Securities are held only in global form
or by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once
in an Authorized Newspaper in London (and, if required by ‎Section 3.07, at least once in an Authorized Newspaper in Luxembourg),
and (ii) if any Registered Securities of a series affected are then Outstanding, by giving at least thirty (30) days’ notice
by mail of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses
as they shall appear on the registry books. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor
trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board
of the Issuer, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee
or trustees. If no successor trustee shall have been so










 




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appointed with
respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning
trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Securityholder who
has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions
of ‎Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a
successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.


 


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


 


(i)     the
Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act of 1939 with respect to any series
of Securities after written request therefor by the Issuer, the Guarantor or by any Securityholder who has been a bona fide Holder
of a Security or Securities of such series for at least six months; or


 


(ii)     the
Trustee shall cease to be eligible in accordance with the provisions of ‎Section 6.09 and Section 310(a) of the Trust Indenture
Act of 1939 and shall fail to resign after written request therefor by the Issuer, the Guarantor or by any Securityholder; or


 


(iii)     the
Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent,
or a receiver or liquidator 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, the Issuer may remove the Trustee with respect to the applicable series of Securities and appoint a successor trustee
for such series by written instrument, in duplicate, executed by order of the Board of the Issuer, one copy of which instrument
shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 315(e)
of the Trust Indenture Act of 1939, any Securityholder who has been a bona fide Holder of a Security or Securities 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 removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon,
after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.


 


(c)     The
Holders of a majority in aggregate principal amount of the Securities of each series at the time outstanding may at any time upon
at least


 




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thirty (30)
days’ notice to the Trustee remove the Trustee with respect to Securities of such series and appoint a successor trustee
with respect to the Securities of such series by delivering to the Trustee so removed, to the successor trustee so appointed and
to the Issuer the evidence provided for in ‎Section 7.01 of the action in that regard taken by the Securityholders.


 


(d)     Any
resignation or removal of the Trustee with respect to any series and any appointment of a successor trustee with respect to such
series pursuant to any of the provisions of this ‎Section 6.10 shall become effective upon acceptance of appointment by the
successor trustee as provided in ‎Section 6.11, subject to the passage of the foregoing 30 day periods, if applicable.


 


Section 6.11.
Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in ‎Section 6.10 shall
execute and deliver to the Issuer, the Guarantor and to its predecessor trustee an instrument accepting such appointment hereunder,
and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers,
duties and obligations with respect to such series of its predecessor hereunder, with like effect as if originally named as trustee
for such series hereunder; but, nevertheless, on the written request of the Issuer, the Guarantor or the successor trustee, upon
payment of its charges then unpaid, the trustee ceasing to act shall, subject to ‎Section 10.04, pay over to the successor
trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor
trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer and the Guarantor
shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee
all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all property or funds held
or collected by such trustee to secure any amounts then due it pursuant to the provisions of ‎Section 6.06.


 


If a successor
trustee is appointed with respect to the Securities of one or more (but not all) series, the Issuer, the Guarantor, the predecessor
trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture
supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the predecessor trustee with respect to the Securities of any series as to which the predecessor
trustee is not retiring shall continue to be vested in the predecessor trustee, and 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 under separate indentures.


 




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No successor
trustee with respect to any series of Securities shall accept appointment as provided in this ‎Section 6.11 unless at the
time of such acceptance such successor trustee shall be qualified under Section 310(b) of the Trust Indenture Act of 1939 and
eligible under the provisions of ‎Section 6.09.


 


Upon acceptance
of appointment by any successor trustee as provided in this ‎Section 6.11, the Issuer shall give notice thereof (i) if any
Unregistered Securities of a series affected are then Outstanding, to the Holders thereof, (A) by mail to such Holders who have
filed their names and addresses with the Trustee within the two years preceding the notice at such addresses as were so furnished
to the Trustee and (B) either through the customary notice provisions of the clearing system or systems through which beneficial
interests in such Unregistered Securities are owned if such Unregistered Securities are held only in global form or by publication
at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York and at least once in an Authorized
Newspaper in London (and, if required by ‎Section 3.07, at least once in an Authorized Newspaper in Luxembourg), and (ii)
if any Registered Securities of a series affected are then Outstanding, by mailing notice to the Holders of then Outstanding Registered
Securities of each series affected at their addresses as they shall appear on the registry books. If the acceptance of appointment
is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with
the notice called for by ‎Section 6.10. If the Issuer fails to give such notice within ten days after acceptance of appointment
by the successor trustee, the successor trustee shall cause such notice to be given at the expense of the Issuer.


 


Section 6.12.
Merger, Conversion, Consolidation or Succession to Business of Trustee. Any corporation into which the Trustee may be merged
or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided that such corporation shall be qualified under
Section 310(b) of the Trust Indenture Act of 1939 and eligible under the provisions of ‎Section 6.09, without the execution
or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.


 


In case at
the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities of any series
shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication
of any predecessor Trustee and deliver such Securities so authenticated; and, in case at that time any of the Securities of any
series shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of
any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificate shall have the full
force


 




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which it is
anywhere in the Securities of such series or in this Indenture provided that the certificate of the Trustee shall have; provided,
that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities of any series
in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.


 


Section 6.13.
Preferential Collection of Claims Against the Issuer.


 


This Section
intentionally left blank.


 


Section 6.14.
Appointment of Authenticating Agent. As long as any Securities of a series remain Outstanding, the Trustee may, by an instrument
in writing, appoint with the approval of the Issuer and the Guarantor an authenticating agent (the “Authenticating Agent”)
which shall be authorized to act on behalf of the Trustee to authenticate Securities, including Securities issued upon exchange,
registration of transfer, partial redemption or pursuant to ‎Section 2.09. Securities of each such series authenticated by
such Authenticating Agent shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes
as if authenticated by the Trustee. Whenever reference is made in this Indenture to the authentication and delivery of Securities
of any series by the Trustee or to 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 for such series and a Certificate of Authentication
executed on behalf of the Trustee by such Authenticating Agent. Such Authenticating Agent shall at all times be a corporation
organized and doing business under the laws of the United States of America or of any State, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least $5,000,000 (determined as provided in ‎Section 6.09
with respect to the Trustee) and subject to supervision or examination by Federal or State authority.


 


Any corporation
into which any Authenticating Agent may be merged or converted, or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding
to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent with respect to all
series of Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act
on the part of the Trustee or such Authenticating Agent. Any Authenticating Agent may at any time, and if it shall cease to be
eligible shall, resign by giving written notice of resignation to the Trustee and to the Issuer and the Guarantor.


 


Upon receiving
such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible
in accordance with the provisions of this ‎Section 6.14 with respect to one or more series of Securities, the Trustee shall
upon receipt of an Issuer Order appoint a


 




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successor Authenticating
Agent and the Issuer shall provide notice of such appointment to all Holders of Securities of such series in the manner and to
the extent provided in ‎Section 11.04. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall
become vested with all rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally
named as Authenticating Agent. The Issuer agrees to pay to the Authenticating Agent for such series from time to time reasonable
compensation. The Authenticating Agent for the Securities of any series shall have no responsibility or liability for any action
taken by it as such at the direction of the Trustee.


 


Sections
‎6.02, ‎6.03, ‎6.04, ‎6.06, ‎6.09 and ‎7.03 shall be applicable to any Authenticating Agent.


 


Section 6.15.Force
Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes,
work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of
God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being
understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry
to resume performance as soon as practicable under the circumstances.


 


Article
7

Concerning the Securityholders


 


Section 7.01.
Evidence of Action Taken by Securityholders. Any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be given or taken by a specified percentage in principal amount of the Securityholders
of any or all series may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such
specified percentage of Securityholders 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. Proof of execution
of any instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject
to Sections ‎6.01 and ‎6.02) conclusive in favor of the Trustee, the Issuer and the Guarantor, if made in the manner provided
in this Article.


 


Section 7.02.
Proof of Execution of Instruments and of Holding of Securities. Subject to Sections ‎6.01 and ‎6.02, the execution
of any instrument by a Securityholder or his agent or proxy may be proved in the following manner:


 




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(a)     The
fact and date of the execution by any Holder of any instrument may be proved by the certificate of any notary public or other
officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the person executing such instruments
acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or
other such officer. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or
affidavit shall also constitute sufficient proof of the authority of the person executing the same. The fact of the holding by
any Holder of an Unregistered Security of any series, and the identifying number of such Security and the date of his holding
the same, may be proved by the production of such Security or by a certificate executed by any trust company, bank, banker or
recognized securities dealer wherever situated satisfactory to the Trustee, if such certificate shall be deemed by the Trustee
to be satisfactory. Each such certificate shall be dated and shall state that on the date thereof a Security of such series bearing
a specified identifying number was deposited with or exhibited to such trust company, bank, banker or recognized securities dealer
by the Person named in such certificate. Any such certificate may be issued in respect of one or more Unregistered Securities
of one or more series specified therein. The holding by the Person named in any such certificate of any Unregistered Securities
of any series specified therein shall be presumed to continue for a period of one year from the date of such certificate unless
at the time of any determination of such holding (1) another certificate bearing a later date issued in respect of the same Securities
shall be produced, or (2) the Security of such series specified in such certificate shall be produced by some other Person, or
(3) the Security of such series specified in such certificate shall have ceased to be Outstanding. Subject to Sections ‎6.01
and ‎6.02, the fact and date of the execution of any such instrument and the amount and numbers of Securities of any series
held by the Person so executing such instrument and the amount and numbers of any Security or Securities for such series may also
be proven in accordance with such reasonable rules and regulations as may be prescribed by the Trustee for such series or in any
other manner which the Trustee for such series may deem sufficient.


 


(b)     In
the case of Registered Securities, the ownership of such Securities shall be proved by the Security register or by a certificate
of the Security registrar.


 


The Issuer
may set a record date for purposes of determining the identity of Holders of Registered Securities of any series entitled to vote
or consent to any action referred to in ‎Section 7.01, which record date may be set at any time or from time to time by notice
to the Trustee, for any date or dates (in the case of any adjournment or reconsideration) not more than 60 days nor less than
five days prior to the proposed date of such vote or consent, and thereafter, notwithstanding any other provisions hereof, with
respect to Registered Securities of any series, only Holders of Registered Securities of such series of record on such record
date shall be entitled to so vote or give such consent or revoke such vote or consent.


 




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Section 7.03.
Holders to Be Treated as Owners. The Issuer, the Guarantor and the Trustee and any agent of the Issuer, the Guarantor or
the Trustee may deem and treat the Person in whose name any Security shall be registered upon the Security register for such series
as the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership
or other writing thereon) for the purpose of receiving payment of or on account of the principal of and, subject to the provisions
of this Indenture, interest on such Security and for all other purposes; and none of the Issuer, the Guarantor, the Trustee or
any agent of the Issuer, the Guarantor or the Trustee shall be affected by any notice to the contrary. The Issuer, the Guarantor,
the Trustee and any agent of the Issuer, the Guarantor or the Trustee may treat the Holder of any Unregistered Security and the
Holder of any Coupon as the absolute owner of such Unregistered Security or Coupon (whether or not such Unregistered Security
or Coupon shall be overdue) for the purpose of receiving payment thereof or on account thereof and for all other purposes and
none of the Issuer, the Guarantor, the Trustee, or any agent of the Issuer, the Guarantor or the Trustee shall be affected by
any notice to the contrary. All such payments so made to any such Person, or upon his order, shall be valid, and, to the extent
of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Unregistered Security
or Coupon.


 


Section 7.04.
Securities Owned by Issuer or Guarantor Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate
principal amount of Outstanding Securities of any or all series have concurred in any direction, consent or waiver under this
Indenture, Securities which are owned by the Issuer, the Guarantor or any other obligor on the Securities with respect to which
such determination is being made or by any Person directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer, the Guarantor or any other obligor on the Securities with respect to which such determination
is being made shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for
the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver, only Securities
which the Trustee knows are 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 Issuer, the Guarantor or any other obligor upon the Securities or any
Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer, the Guarantor
or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection
in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Issuer shall furnish
to the Trustee promptly an Officer’s Certificate listing and identifying all Securities, if any, known by the Issuer to
be owned or held by or


 




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for the account
of any of the above-described Persons; and, subject to Sections ‎6.01 and ‎6.02, the Trustee shall be entitled to accept
such Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities not
listed therein are Outstanding for the purpose of any such determination.


 


Section 7.05.
Right of Revocation of Action Taken. At any time prior to (but not after) the evidencing to the Trustee, as provided in
‎Section 7.01, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Securities
of any or all series, as the case may be, specified in this Indenture in connection with such action, any Holder of a Security
the serial number of which is shown by the evidence to be included among the serial numbers of the Securities the Holders of which
have consented to such action may, by filing written notice at the Corporate Trust Office and upon proof of holding as provided
in this Article, revoke such action so far as concerns such Security. Except as aforesaid any such action taken by the Holder
of any Security shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Security and of
any Securities issued in exchange or substitution therefor or on registration of transfer thereof, irrespective of whether or
not any notation in regard thereto is made upon any such Security. Any action taken by the Holders of the percentage in aggregate
principal amount of the Securities of any or all series, as the case may be, specified in this Indenture in connection with such
action shall be conclusively binding upon the Issuer, the Guarantor, the Trustee and the Holders of all the Securities affected
by such action.


 


Article
8

Supplemental Indentures


 


Section 8.01.
Supplemental Indentures Without Consent of Securityholders. The Issuer and the Guarantor, when each is authorized by a
resolution of its Board (which resolutions may provide general terms or parameters for such action and may provide that the specific
terms of such action may be determined in accordance with or pursuant to an Issuer Order or an Officer’s Certificate of
the Guarantor, as applicable), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental
hereto for one or more of the following purposes:


 


(a)     to
convey, transfer, assign, mortgage or pledge to the Trustee any property or assets as security for the Securities of one or more
series or the Guarantee with respect to the Securities of one or more series;


 


(b)     to
evidence the merger of the Issuer with and into the Guarantor or the succession of another Person to the Issuer or the Guarantor,
as applicable, or successive successions, and the assumption by the successor Person of the


 




    53


     

    

covenants,
agreements and obligations of the Issuer or the Guarantor, as applicable, pursuant to ‎Article 9 and/or ‎Article 13, as
applicable, and, in the case of the merger of the Issuer with and into the Guarantor, to evidence the elimination of the Guarantee;


 


(c)     to
add to the covenants of the Issuer or the Guarantor such further covenants, restrictions, conditions or provisions as the Issuer,
the Guarantor and the Trustee shall consider to be for the protection of the Holders of Securities or Coupons, and to make the
occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions
an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set
forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental
indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed
in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies
available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal
amount of the Securities of such series to waive such an Event of Default;


 


(d)     to
cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective
or inconsistent with any other provision contained herein or in any supplemental indenture, or to make any other provisions as
the Issuer and the Guarantor may deem necessary or desirable, provided that no such action shall materially adversely affect
the interests of the Holders of the Securities or Coupons;


 


(e)     to
add to, change or eliminate any of the provisions of this Indenture in respect of all or any Securities of any series (and if
such addition, change or elimination is to apply with respect to less than all Securities of any series, stating that it is expressly
being made to apply solely with respect to such Securities within such series); provided that any such addition, change
or elimination (a) shall neither (i) apply to any Security issued prior to the execution of such supplemental indenture and entitled
to the benefit of such provision nor (ii) modify the rights of any Holder of such Security with respect to such provision or (b)
shall become effective only when there is no such Security Outstanding;


 


(f)     to
establish the forms or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections
‎2.01 and ‎2.03; and


 


(g)     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


 




    54


     

    

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.


 


The Trustee
shall join with the Issuer and the Guarantor in the execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge
of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects
the Trustee’s own rights, duties or immunities under this Indenture or otherwise.


 


Any supplemental
indenture authorized by the provisions of this Section may be executed without the consent of the Holders of any of the Securities
at the time outstanding, notwithstanding any of the provisions of ‎Section 8.02.


 





Section
8.02. Supplemental Indentures with Consent of Securityholders. With the consent (evidenced as provided in ‎Article
7) of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of all series
affected by such supplemental indenture (voting as one class), the Issuer and the Guarantor, when each is authorized by a resolution
of its Board (which resolutions may provide general terms or parameters for such action and may provide that the specific terms
of such action may be determined in accordance with or pursuant to an Issuer Order or an Officer’s Certificate of the Guarantor,
as applicable), and the Trustee may, from time to time and at any time, 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 any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series or
of the Coupons appertaining to such Securities; provided, that no such supplemental indenture shall   (a) (i) extend
the final maturity of any Security, (ii) reduce the principal amount thereof, (iii) reduce the rate or extend the time of payment
of interest thereon, (iv) reduce any amount payable on redemption thereof, (v) make the principal thereof (including any amount
in respect of original issue discount), or interest thereon payable in any coin or currency other than that provided in the Securities
and Coupons or in accordance with the terms thereof, (vi) modify or amend any provisions for converting any currency into any
other currency as provided in the Securities or Coupons or in accordance with the terms thereof, (vii) reduce the amount of the
principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant
to ‎Section 5.01 or the amount thereof provable in bankruptcy pursuant to ‎Section 5.02, (viii) modify or amend any provisions
relating to the conversion or exchange of the Securities or Coupons for securities of the Issuer or of other entities or other
property (or the cash value thereof), including the determination of the amount of securities or other property (or cash) into
which the Securities shall be converted or exchanged, other than as provided in the antidilution


 







 




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provisions
or other similar adjustment provisions of the Securities or Coupons or otherwise in accordance with the terms thereof, (ix) alter
the provisions of Section ‎11.11 or ‎11.12, (x) impair or affect the right of any Securityholder to institute suit for
the payment thereof or, if the Securities provide therefor, any right of repayment at the option of the Securityholder, or (xi)
except in accordance with ‎Section 13.13, remove the Guarantee on the Securities, in each case without the consent of the
Holder of each Security so affected, or (b) reduce the aforesaid percentage of Securities of any series, the consent of the Holders
of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected.










 


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 Holders of Securities of such
series, or of Coupons appertaining to such Securities, with respect to such covenant or provision, shall be deemed not to affect
the rights under this Indenture of the Holders of Securities of any other series or of the Coupons appertaining to such Securities.


 


Upon the
request of the Issuer and the Guarantor, accompanied by a copy of the resolutions of their respective Boards (which resolutions
may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined
in accordance with or pursuant to an Issuer Order or an Officer’s Certificate of the Guarantor, as applicable) certified
by the secretary or an assistant secretary of the Issuer or the Guarantor, as applicable, authorizing the execution of any such
supplemental indenture, and upon the filing with the Trustee of evidence of the consent of the Holders of the Securities as aforesaid
and other documents, if any, required by ‎Section 7.01, the Trustee shall join with the Issuer and the Guarantor in the execution
of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into
such supplemental indenture.


 


It shall
not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the substance thereof.


 


Promptly
after the execution by the Issuer, the Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of this
Section, the Trustee shall give notice thereof (i) if any Unregistered Securities of a series affected are then Outstanding, to
the Holders thereof, (A) by mail to such Holders who have filed their names and addresses with the Trustee within the two years
preceding the notice at such addresses as were so furnished to the Trustee and (B) either through the customary notice provisions
of the clearing system or systems


 




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through which
beneficial interests in such Unregistered Securities are owned if such Unregistered Securities are held only in global form or
by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in
an Authorized Newspaper in London (and, if required by ‎Section 3.07, at least once in an Authorized Newspaper in Luxembourg),
(ii) if any Registered Securities of a series affected are then Outstanding, by mailing notice thereof by first class mail to
the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry
books, and in each case such notice shall set forth in general terms the substance of such supplemental indenture. Any failure
of the Issuer to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture.


 


Section 8.03.
Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this
Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of
rights, obligations, duties and immunities under this Indenture of the Trustee, the Issuer, the Guarantor and the Holders of Securities
of each series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.


 


Section 8.04.
Documents to Be Given to Trustee. The Trustee, subject to the provisions of Sections ‎6.01 and ‎6.02, may receive
an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant
to this ‎Article 8 is authorized and permitted by the Indenture and complies with the applicable provisions of this Indenture.


 


Section 8.05.
Notation on Securities in Respect of Supplemental Indentures. Securities of any series authenticated and delivered after
the execution of any supplemental indenture pursuant to the provisions of this Article may bear a notation in form approved by
the Trustee for such series as to any matter provided for by such supplemental indenture or as to any action taken by Securityholders.
If the Issuer or the Trustee shall so determine, new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Board of the Issuer, to any modification of this Indenture contained in any such supplemental indenture may be
prepared by the Issuer, authenticated by the Trustee and delivered in exchange for the Securities of such series then Outstanding.


 




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Article
9

Consolidation, Merger, Sale or Conveyance of the Issuer


 


Section 9.01.
Issuer’s Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions. The Issuer
covenants that it will not merge or consolidate with any other Person or sell, lease or convey all or substantially all of its
assets to any other Person, unless (i) either the Issuer shall be the continuing Person, or the successor Person by merger or
consolidation or the Person which acquires by sale, lease or conveyance substantially all the assets of the Issuer (if other than
the Issuer) shall be a Person organized under the laws of the United States of America or any State thereof or the District of
Columbia and shall expressly assume the due and punctual payment of the principal of and interest on all the Securities and Coupons,
if any, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of
this Indenture to be performed or observed by the Issuer, by supplemental indenture satisfactory to the Trustee, executed and
delivered to the Trustee by such Person, and (ii) the Issuer, such successor Person or such acquiring Person, as the case may
be, shall not, immediately after such merger or consolidation, or such sale, lease or conveyance, be in default in the performance
of any such covenant or condition. For the avoidance of doubt, the Person referred to in this ‎Section 9.01 may be the Guarantor
or any Subsidiary of the Guarantor.


 


Section 9.02.
Successor Person Substituted. In case of any such consolidation, merger, sale, lease or conveyance, and following such
an assumption by the successor Person, such successor Person shall succeed to and be substituted for the Issuer, with the same
effect as if it had been named as the Issuer herein. Such successor Person may cause to be signed, and may issue either in its
own name or in the name of the Issuer prior to such succession any or all of the Securities issuable hereunder which together
with any Coupons appertaining thereto theretofore shall not have been signed by the Issuer and delivered to the Trustee; and,
upon the order of such successor Person, instead of the Issuer, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities together with any Coupons appertaining thereto
which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any
Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All
of the Securities so issued together with any Coupons appertaining thereto shall in all respects have the same legal rank and
benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Securities had been issued at the date of the execution hereof.


 




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In case of
any such consolidation, merger, sale, lease or conveyance such changes in phrasing and form (but not in substance) may be made
in the Securities and Coupons thereafter to be issued as may be appropriate.


 


In the event
of any such sale or conveyance (other than a conveyance by way of lease), the Issuer or any successor Person which shall theretofore
have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture
and the Securities and may be liquidated and dissolved.


 


Section 9.03.
Opinion of Counsel Delivered to Trustee. The Trustee, subject to the provisions of Sections ‎6.01 and ‎6.02, may
receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance of the Issuer,
and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.


 


Article
10

Satisfaction and Discharge of Indenture; Unclaimed Moneys


 





Section
10.01. Satisfaction and Discharge of Indenture.   (a) If at any time (i) the Issuer or the Guarantor shall have paid
or caused to be paid the principal of and interest on all the Securities of any series Outstanding hereunder and all unmatured
Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed,
lost or stolen and which have been replaced or paid as provided in ‎Section 2.09) as and when the same shall have become due
and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore
authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining
thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in ‎Section
2.09) or (iii) in the case of any series of Securities where the exact amount (including the currency of payment) of principal
of and interest due on which can be determined at the time of making the deposit referred to in clause (B) below, (A) all the
Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation
shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (B) the Issuer or the
Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash
(other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with ‎Section 10.04) or, in the case
of any series of Securities the payments on which may only be made in Dollars, direct obligations of the United States of America,
backed by its full faith and credit (“U.S. Government Obligations”), maturing as to principal and interest
at










 




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such
times and in such amounts as will insure the availability of cash, or a combination thereof, 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
(1) the principal and interest on all Securities of such series and Coupons appertaining thereto on each date that such principal
or interest is due and payable and (2) any mandatory sinking fund payments on the dates on which such payments are due and payable
in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer or the Guarantor
shall also pay or cause to be paid all other sums payable hereunder by the Issuer or the Guarantor with respect to the Securities
of such series, then this Indenture shall cease to be of further effect with respect to the Securities of such series and the
Coupons appertaining thereto (except as to (i) rights of registration of transfer and exchange of Securities of such Series and
of Coupons appertaining thereto and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced,
destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive
payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and
remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities
of the Trustee hereunder, (v) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries
hereof with respect to the property so deposited with the Trustee payable to all or any of them, and (vi) the obligations of the
Issuer under ‎Section 3.02) and the Trustee, on demand of the Issuer or the Guarantor, as the case may be, accompanied by
an Officer’s Certificate of the Issuer or the Guarantor, as the case may be, and an Opinion of Counsel and at the cost and
expense of the Issuer or the Guarantor, as the case may be, shall execute proper instruments acknowledging such satisfaction of
and discharging this Indenture as to such series; provided, that the rights of Holders of the Securities and Coupons to
receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer
than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed.
The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate
the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the
Securities of such series.


 










(b)     The
following provisions shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution
of the Issuer, Officer’s Certificate of the Issuer or indenture supplemental hereto provided pursuant to ‎Section 2.03.
In addition to discharge of the Indenture pursuant to the next preceding paragraph, in the case of any series of Securities the
exact amounts (including the currency of payment) of principal of and interest due on which can be determined at the time of making
the deposit referred to in clause (i) below, the


 




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Issuer and
the Guarantor shall be deemed to have paid and discharged the entire indebtedness on all the Securities of such a series and the
Coupons appertaining thereto on the 91st day after the date of the deposit referred to in clause (i) below, and the provisions
of this Indenture with respect to the Securities of such series and Coupons appertaining thereto shall no longer be in effect
(except as to (1) rights of registration of transfer and exchange of Securities of such series and of Coupons appertaining thereto
and the Issuer’s right of optional redemption, if any, (2) substitution of mutilated, defaced, destroyed, lost or stolen
Securities or Coupons, (3) rights of Holders of Securities and Coupons appertaining thereto to receive payments of principal thereof
and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders
to receive mandatory sinking fund payments, if any, (4) the rights, obligations, duties and immunities of the Trustee hereunder,
(5) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect
to the property so deposited with the Trustee payable to all or any of them and (6) the obligations of the Issuer under ‎Section
3.02) and the Trustee, at the expense of the Issuer, shall at the Issuer’s or the Guarantor’s request, as the case
may be, execute proper instruments acknowledging the same, if:


 


(i)     with
reference to this provision, the Issuer or the Guarantor has irrevocably deposited or caused to be irrevocably deposited
with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the
Holders of the Securities of such series and Coupons appertaining thereto   (A) cash in an amount, or   (B) in the case
of any series of Securities the payments on which may only be made in Dollars, U.S. Government Obligations, maturing as to
principal and interest at such times and in such amounts as will insure the availability of cash or (C) a combination
thereof, 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 (1) the principal and interest on all Securities of such series and
Coupons appertaining thereto on each date that such principal or interest is due and payable and (2) any mandatory sinking
fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the
Securities of such series;










 


(ii)     such
deposit will not result in a breach or violation of, or constitute a default under, any agreement or instrument to which the Issuer
or the Guarantor is a party or by which it is bound;


 


(iii)     the
Issuer or the Guarantor has delivered to the Trustee an Opinion of Counsel based on the fact that (x) the Issuer or the Guarantor,
as the case may be, has received from, or there has been published by, the Internal Revenue Service a ruling or (y) since the
date hereof, there has been a change in the applicable Federal income tax law, in either case to


 




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the
effect that, and such opinion shall confirm that, the Holders of the Securities of such series and Coupons appertaining thereto
will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge
and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been
the case if such deposit, defeasance and discharge had not occurred; and


 


(iv)     the
Issuer or the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
all conditions precedent provided for relating to the defeasance contemplated by this provision have been complied with.


 


(c)     The
Issuer shall be released from its obligations under Section ‎9.01 and the Guarantor shall be released from its obligations
under ‎Section 13.10 and ‎Section 13.11, and each of the Issuer and the Guarantor shall be released from its respective
obligations under any other Sections applicable to such Securities that are determined pursuant to ‎Section 2.03 to be subject
to this provision, with respect to the Securities of any Series, and any Coupons appertaining thereto, Outstanding on and after
the date the conditions set forth below are satisfied (hereinafter, “covenant defeasance”). For this purpose,
such covenant defeasance means that, with respect to the Outstanding Securities of any Series, the Issuer and the Guarantor may
omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in such Sections, whether
directly or indirectly by reason of any reference elsewhere herein to such Sections or by reason of any reference in such Sections
to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under
‎Section 5.01, but the remainder of this Indenture and such Securities and Coupons shall be unaffected thereby. The following
shall be the conditions to application of this subsection (c) of this ‎Section 10.01:


 


(i)     The Issuer or the Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust
funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to,
the benefit of the holders of the Securities of such series and Coupons appertaining thereto,   (A) cash in an amount, or
  (B) in the case of any series of Securities the payments on which may only be made in Dollars, U.S. Government Obligations
maturing as to principal and interest at such times and in such amounts as will insure the availability of cash or  (C) a
combination thereof, 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 (1) the principal and interest on all Securities of such series
and Coupons appertaining thereto and (2) any mandatory sinking fund payments on the day on which such payments are due and payable
in


 


 




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accordance
with the terms of the Indenture and the Securities of such series.


 


(ii)     No
Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to the Securities
shall have occurred and be continuing on the date of such deposit or, insofar as subsections ‎5.01(d) and ‎5.01(e) are
concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until the expiration of such period).


 


(iii)     Such
covenant defeasance shall not cause the Trustee to have a conflicting interest for purposes of the Trust Indenture Act of 1939
with respect to any securities of the Issuer or the Guarantor.


 


(iv)     Such
covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement
or instrument to which the Issuer or the Guarantor, as applicable, is a party or by which it is bound.


 


(v)     Such
covenant defeasance shall not cause any Securities then listed on any registered national securities exchange under the Securities
Exchange Act of 1934, as amended, to be delisted.


 


(vi)     The
Issuer or the Guarantor, as the case may be, shall have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of the Securities of such series and Coupons appertaining thereto will not recognize income, gain or loss for Federal
income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.


 


(vii)     The
Issuer or the Guarantor, as the case may be, shall have delivered to the Trustee an Officer’s Certificate of the Issuer
or the Guarantor, as the case may be, and an Opinion of Counsel, each stating that all conditions precedent provided for relating
to the covenant defeasance contemplated by this provision have been complied with.


 


Section 10.02.
Application by Trustee of Funds Deposited for Payment of Securities. Subject to ‎Section 10.04, all moneys deposited
with the Trustee (or other trustee) pursuant to ‎Section 10.01 shall be held in trust and applied by it to the payment, either
directly or through any paying agent (including the Issuer acting as its own paying agent), to the Holders of the particular Securities
of such series and of Coupons appertaining thereto for the payment or redemption of which such moneys have been deposited with
the Trustee, of all sums due and to


 




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become due
thereon for principal and interest; but such money need not be segregated from other funds except to the extent required by law.


 


Section 10.03.
Repayment of Moneys Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect
to Securities of any series, all moneys then held by any paying agent under the provisions of this Indenture with respect to such
series of Securities shall, upon demand of the Issuer or the Guarantor, as the case may be, be repaid to it or paid to the Trustee
and thereupon such paying agent shall be released from all further liability with respect to such moneys.


 


Section
10.04. Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years. Any moneys deposited with or paid to
the Trustee or any paying agent for the payment of the principal of or interest on any Security of any series or Coupons attached
thereto and not applied but remaining unclaimed for two years after the date upon which such principal or interest shall have
become due and payable, shall, upon the written request of the Issuer or the Guarantor, as the case may be, and unless otherwise
required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, be repaid to the Issuer or the
Guarantor, as the case may be, by the Trustee for such series or such paying agent, and the Holder of the Securities of such series
and of any Coupons appertaining thereto shall, unless otherwise required by mandatory provisions of applicable escheat or abandoned
or unclaimed property laws, thereafter look only to the Issuer or the Guarantor, as the case may be, for any payment which such
Holder may be entitled to collect, and all liability of the Trustee or any paying agent with respect to such moneys shall thereupon
cease; provided, however, that the Trustee or such paying agent, before being required to make any such repayment
with respect to moneys deposited with it for any payment   (a) in respect of Registered Securities of any series, shall at
the expense of the Issuer, mail by first class mail to Holders of such Securities at their addresses as they shall appear on the
Security register, and (b) in respect of Unregistered Securities of any series, shall at the expense of the Issuer either
give through the customary notice provisions of the clearing system or systems through which beneficial interests in such Unregistered
Securities are owned if such Unregistered Securities are held only in global form or cause to be published once, in an Authorized
Newspaper in the Borough of Manhattan, The City of New York and once in an Authorized Newspaper in London (and if required by
‎Section 3.07, once in an Authorized Newspaper in Luxembourg), notice, that such moneys remain and that, after a date specified
therein, which shall not be less than thirty days from the date of such mailing or publication, any unclaimed balance of such
money then remaining will be repaid to the Issuer or the Guarantor, as the case may be.


 










Section 10.05.
Indemnity for U.S. Government Obligations. The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge
imposed


 




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on or assessed
against the U.S. Government Obligations deposited pursuant to ‎Section 10.01 or the principal or interest received in respect
of such obligations.


 


Article
11

Miscellaneous Provisions


 


Section 11.01.
Incorporators, Stockholders, Officers, Managers and Directors of Issuer and Guarantor Exempt from Individual Liability.
No recourse under or upon any obligation, covenant or agreement contained in this Indenture, including the Guarantee, or in any
Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past,
present or future stockholder, officer, manager or director, as such, of the Issuer, of the Guarantor or of any successor, either
directly or through the Issuer, the Guarantor or any successor, under any rule of law, statute or constitutional provision or
by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Securities and the Coupons appertaining thereto by the Holders thereof and as part
of the consideration for the issue of the Securities and the Coupons appertaining thereto.


 


Section 11.02.
Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities and Coupons. Nothing in this Indenture,
in the Securities or in the Coupons appertaining thereto, expressed or implied, shall give or be construed to give to any person,
firm or corporation, other than the parties hereto and their successors and the Holders of the Securities or Coupons, if any,
any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained, all such
covenants and provisions being for the sole benefit of the parties hereto and their successors and of the Holders of the Securities
or Coupons, if any.


 


Section 11.03.
Successors and Assigns of Issuer and the Guarantor Bound by Indenture. All the covenants, stipulations, promises and agreements
in this Indenture made by or on behalf of the Issuer or the Guarantor shall bind their respective successors and assigns, whether
so expressed or not.


 


Section 11.04.
Notices and Demands on Issuer, Guarantor, Trustee and Holders of Securities and Coupons. Any notice or demand which by
any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Holders of Securities
or Coupons to or on the Issuer or the Guarantor may be given or served by being deposited postage prepaid, first class mail (except
as otherwise specifically provided herein) addressed (until another address of the Issuer or the Guarantor is filed by the Issuer
or the Guarantor with the Trustee) to Morgan Stanley Finance LLC and/or Morgan Stanley, in each case, at 1585 Broadway, New York,
New York 10036, Attention: Treasurer. Any


 




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notice, direction,
request or demand by the Issuer, the Guarantor or any Holder of Securities or Coupons to or upon the Trustee shall be deemed to
have been sufficiently given or served by being deposited postage prepaid, first class mail (except as otherwise specifically
provided herein) addressed (until another address of the Trustee is filed by the Trustee with the Issuer) to The Bank of New York
Mellon, 101 Barclay Street, 7W, New York, New York 10286, Attention: Corporate Trust Administration.


 


The Trustee
agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission
or other similar unsecured electronic methods; provided, however, that (a) the party providing such electronic instructions
or directions, subsequent to the transmission thereof, shall provide the originally executed instructions or directions to the
Trustee in a timely manner and (b) such originally executed instructions or directions shall be signed by an authorized representative
of the party providing such instructions or directions. The Trustee shall not be liable for any losses, costs or expenses arising
directly or indirectly from the Trustee’s reliance upon and compliance with such instructions or directions up until such
time as the Trustee receives any subsequent written instruction or direction that supersedes such earlier written instructions
or directions. The party providing instructions or directions by unsecured e-mail, facsimile transmission or other similar unsecured
electronic methods, as aforesaid, agrees to assume all risks arising out of the use of such electronic methods to submit instructions
and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the
risk of interception and misuse by third parties.


 


Where this
Indenture provides for notice to Holders of Registered Securities, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder entitled thereto, at his last address
as it appears in the Security register. In any case where notice to such 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 or irregularities in regular mail service, it shall be impracticable to mail notice to the Issuer
or the Guarantor when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving
such notice as shall be reasonably satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice.


 




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Section 11.05.
Officer’s Certificates and Opinions of Counsel; Statements to Be Contained Therein. Upon any application or demand
by the Issuer to the Trustee to take any action under any of the provisions of this Indenture, the Issuer shall furnish to the
Trustee an Officer’s Certificate of the Issuer and, if relevant, of the Guarantor stating that all conditions precedent
provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel of the Issuer
and, if relevant, of the Guarantor stating that in the opinion of such counsel all such conditions precedent have been complied
with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required
by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need
be furnished.


 





Each certificate
or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (a) a statement that the person making such certificate or opinion has read such
covenant or condition, (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements
or opinions contained in such certificate or opinion are based, (c) a statement that, in the opinion of such person, he has made
such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant
or condition has been complied with and (d) a statement as to whether or not, in the opinion of such person, such condition or
covenant has been complied with.


 










Any certificate,
statement or opinion of an officer of the Issuer or the Guarantor may be based, insofar as it relates to legal matters, upon a
certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations
with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the
exercise of reasonable care should know that the same are erroneous. Any certificate, statement or opinion of counsel may be based,
insofar as it relates to factual matters, information with respect to which is in the possession of the Issuer or the Guarantor,
as applicable, upon the certificate, statement or opinion of or representations by an officer or officers of the Issuer or the
Guarantor, as applicable, unless such counsel knows that the certificate, statement or opinion or representations with respect
to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.


 


Any certificate,
statement or opinion of an officer of the Issuer, an officer of the Guarantor or of counsel may be based, insofar as it relates
to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants in the employ
of the Issuer or the Guarantor, unless such officer or counsel, as the case may be, knows that the certificate or opinion or


 




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representations
with respect to the accounting matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous,
or in the exercise of reasonable care should know that the same are erroneous.


 


Any certificate
or opinion of any independent firm of public accountants filed with and directed to the Trustee shall contain a statement that
such firm is independent.


 


Section 11.06.
Payments Due on Saturdays, Sundays or Holidays. If the date of maturity of interest on or principal of the Securities of
any series or any Coupons appertaining thereto or the date fixed for redemption or repayment of any such Security or Coupon shall
not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest
shall accrue for the period after such date (unless otherwise specified).


 


Section 11.07.
Conflict of Any Provision of Indenture with Trust Indenture Act of 1939. If and to the extent that any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an “incorporated provision”)
included in this Indenture by operation of, Sections 310 to 318, inclusive, of the Trust Indenture Act of 1939, such imposed duties
or incorporated provision shall control.


 


Section 11.08.
New York Law to Govern. This Indenture and each Security and Coupon and the Guarantee shall be deemed to be a contract
under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such State, except
as may otherwise be required by mandatory provisions of law.


 


Section 11.09.
Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.


 


Section 11.10.
Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall
not affect the construction hereof.


 


Section 11.11.
Securities in a Foreign Currency. Unless otherwise specified in an Officer’s Certificate of the Issuer delivered
pursuant to ‎Section 2.03 of this Indenture with respect to a particular series of Securities, whenever for purposes of this
Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all
series or all series affected by a particular action at the time Outstanding and, at such time, there are Outstanding Securities
of any series which are denominated in a coin or


 




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currency other
than Dollars, then the principal amount of Securities of such series which shall be deemed to be Outstanding for the purpose of
taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate, as determined
by the Exchange Rate Agent. For purposes of this ‎Section 11.11, Market Exchange Rate shall mean the noon Dollar buying rate
in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York, as determined by the
Exchange Rate Agent. If such Market Exchange Rate is not available for any reason with respect to such currency, the Exchange
Rate Agent shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of
New York as of the most recent available date, or quotations from one or more major banks in The City of New York or in the country
of issue of the currency in question, or such other quotations as the Exchange Rate Agent shall deem appropriate. The provisions
of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a series denominated
in a currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture.


 


All decisions
and determinations of the Exchange Rate Agent regarding the Market Exchange Rate or any alternative determination provided for
in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, be conclusive to the extent
permitted by law for all purposes and irrevocably binding upon the Issuer, the Guarantor and all Holders.


 





Section 11.12.
Judgment Currency. Each of the Issuer and the Guarantor agrees, to the fullest extent that it may effectively do so under
applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in
respect of the principal of or interest on the Securities of any series (the “Required Currency”) into a currency
in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate
(as determined by the Exchange Rate Agent) at which in accordance with normal banking procedures the Exchange Rate Agent could
purchase in The City of New York the Required Currency with the Judgment Currency on the day on which final unappealable judgment
is entered, unless such day is not a New York Banking Day, then, to the extent permitted by applicable law, the rate of exchange
used shall be the rate (as determined by the Exchange Rate Agent) at which in accordance with normal banking procedures the Exchange
Rate Agent could purchase in The City of New York the Required Currency with the Judgment Currency on the New York Banking Day
preceding the day on which final unappealable judgment is entered and (b) its respective obligations under this Indenture
to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to
any judgment (whether or not entered in accordance with subsection (a)), in any currency other than the Required Currency, except
to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required
Currency


 







 




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expressed to
be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose
of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of
the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being obtained for any other sum
due under this Indenture. For purposes of the foregoing, “New York Banking Day” means any day except a Saturday,
Sunday or a legal holiday in The City of New York or a day on which banking institutions in The City of New York are authorized
or required by law or executive order to close.


 


Section 11.13.Waiver
of Jury Trial. EACH OF THE ISSUER, THE GUARANTOR AND THE TRUSTEE, AND EACH HOLDER OF A SECURITY BY ITS ACCEPTANCE HEREOF,
HEREBY IRREVOCABLY 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 TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 11.14.Submission
to Jurisdiction; Waiver of Immunity. For the benefit of the Holders, each of the Issuer and the Guarantor hereby (i) irrevocably
submits to the non-exclusive jurisdiction of any New York State court or United States federal court sitting in the Borough of
Manhattan in the City of New York solely for purposes of any legal action or proceeding arising out of or relating to the Securities
or this Indenture and (ii) irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter
have to the laying of venue of any legal action or proceeding in any New York State court or United States federal court sitting
in the Borough of Manhattan in the City of New York, and any claim that any such action or proceedings brought in any such court
has been brought in an inconvenient forum. Each of the Issuer and the Guarantor agrees that a final judgment in any such legal
action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.


 


Article
12

Redemption of Securities and Sinking Funds


 


Section 12.01.
Applicability of Article. The provisions of this Article shall be applicable to the Securities of any series which
are redeemable before their maturity or to any sinking fund for the retirement of Securities of a series except as otherwise specified
as contemplated by ‎Section 2.03 for Securities of such series.


 


Section 12.02.
Notice of Redemption; Partial Redemptions. Notice of redemption to the Holders of Registered Securities of any series
to be redeemed


 




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as a whole
or in part at the option of the Issuer shall be given by mailing notice of such redemption by first class mail, postage prepaid,
to such Holders of Securities of such series at their last addresses as they shall appear upon the registry books at least 30
days and not more than 60 days prior to the date fixed for redemption, or within such other redemption notice period as has been
designated for any Securities of such series pursuant to ‎Section 2.03
or 2.04 (the “Redemption Notice Period”). Notice of redemption to the Holders of Unregistered Securities
to be redeemed as a whole or in part, who have filed their names and addresses with the Trustee within two years preceding such
notice of redemption, shall be given by mailing notice of such redemption, by first class mail, postage prepaid, at least 30 and
not more than 60 days prior to the date fixed for redemption or within any applicable Redemption Notice Period to such Holders
at such addresses as were so furnished to the Trustee (and, in the case of any such notice given by the Issuer, the Trustee shall
make such information available to the Issuer for such purpose). Notice of redemption to all other Holders of Unregistered Securities
shall be published in an Authorized Newspaper in the Borough of Manhattan, The City of New York and in an Authorized Newspaper
in London (and, if required by ‎Section 3.07, in an Authorized Newspaper in Luxembourg), in each case, once in each of three
successive calendar weeks, the first publication to be not less than 30 nor more than 60 days prior to the date fixed for redemption
or within any applicable Redemption Notice Period; provided that notice to Holders of Unregistered Securities held only
in global form may be made, at the option of the Issuer, through the customary notice provisions of the clearing system or systems
through which beneficial interests in such Unregistered Securities are owned. Any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Failure to give
notice by mail, or any defect in the notice to the Holder of any Security of a series designated for redemption as a whole or
in part shall not affect the validity of the proceedings for the redemption of any other Security of such series.


 


The notice
of redemption to each such Holder shall specify, the principal amount of each Security of such series held by such Holder to be
redeemed, the date fixed for redemption, the redemption price (or if not then ascertainable, the manner of calculation thereof),
the place or places of payment, that payment will be made upon presentation and surrender of such Securities and, in the case
of Securities with Coupons attached thereto, of all Coupons appertaining thereto maturing after the date fixed for redemption,
that such redemption is pursuant to the mandatory or optional sinking fund, or both, if such be the case, that interest accrued
to the date fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or
on the portions thereof to be redeemed will cease to accrue. In case any Security of a series is to be redeemed in part only the
notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after
the date fixed for


 




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redemption,
upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion
thereof will be issued.


 


The notice
of redemption of Securities of any series to be redeemed at the option of the Issuer shall be given by the Issuer or, at the Issuer’s
request, by the Trustee in the name and at the expense of the Issuer.


 


On or before
the redemption date specified in the notice of redemption given as provided in this Section, the Issuer will deposit with the
Trustee or with one or more paying agents (or, if the Issuer is acting as its own paying agent, set aside, segregate and hold
in trust as provided in ‎Section 3.04) an amount of money or other property sufficient to redeem on the redemption date all
the Securities of such series so called for redemption at the appropriate redemption price, together with accrued interest to
the date fixed for redemption. The Issuer will deliver to the Trustee at least 70 days prior to the date fixed for redemption
or at least 10 days prior to the first day of any applicable Redemption Notice Period (whichever period is shorter) an Officer’s
Certificate stating the aggregate principal amount of Securities to be redeemed (or if not then ascertainable, the manner of calculation
thereof). In case of any redemption of Securities (i) prior to the expiration of any restriction on such redemption provided in
the terms of such Securities or elsewhere in this Indenture or (ii) pursuant to an election of the Issuer which is subject to
a condition specified in the terms of such Securities or elsewhere in this Indenture, the Issuer shall deliver to the Trustee,
prior to the giving of any notice of redemption to Holders pursuant to this Section, an Officer’s Certificate stating that
such restriction or condition has been complied with.


 


If less than
all the Securities having the same terms are to be redeemed, the Trustee shall select, in such manner as it shall deem appropriate
and fair, such Securities to be redeemed in whole or in part; provided, that if such Securities are represented by one
or more Registered Global Securities, interests in such Securities shall be selected for redemption by the Depositary in accordance
with its standard procedures therefor. Securities may be redeemed in part in multiples equal to the minimum authorized denomination
for Securities of such series or any multiple thereof. The Trustee shall promptly notify the Issuer and the Guarantor in writing
of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount
thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to
the redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion
of the principal amount of such Security which has been or is to be redeemed.


 


Section 12.03.
Payment of Securities Called for Redemption. If notice of redemption has been given as above provided, the Securities
or portions of Securities specified in such notice shall become due and payable on the date and


 




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at the place
stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption, and
on and after said date (unless the Issuer shall default in the payment of such Securities at the redemption price, together with
interest accrued to said date) interest on the Securities or portions of Securities so called for redemption shall cease to accrue,
and the unmatured Coupons, if any, appertaining thereto shall be void, and, except as provided in Sections ‎6.05 and ‎10.04,
such Securities shall cease from and after the date fixed for redemption to be entitled to any benefit or security under this
Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the redemption
price thereof and unpaid interest to the date fixed for redemption. On presentation and surrender of such Securities at a place
of payment specified in said notice, together with all Coupons, if any, appertaining thereto maturing after the date fixed for
redemption, said Securities or the specified portions thereof shall be paid and redeemed by the Issuer at the applicable redemption
price, together with interest accrued thereon to the date fixed for redemption; provided that payment of interest becoming
due on or prior to the date fixed for redemption shall be payable in the case of Securities with Coupons attached thereto, to
the Holders of the Coupons for such interest upon surrender thereof, and in the case of Registered Securities, to the Holders
of such Registered Securities registered as such on the relevant record date subject to the terms and provisions of Sections ‎2.03
and ‎2.07 hereof.


 


If any Security
called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided
for, bear interest from the date fixed for redemption at the rate of interest or Yield to Maturity (in the case of an Original
Issue Discount Security) borne by such Security.


 


If any Security
with Coupons attached thereto is surrendered for redemption and is not accompanied by all appurtenant Coupons maturing after the
date fixed for redemption, the surrender of such missing Coupon or Coupons may be waived by the Issuer and the Trustee, if there
be furnished to each of them such security or indemnity as they may require to save each of them harmless.


 


Upon presentation
of any Security redeemed in part only, the Issuer shall execute and the Trustee shall authenticate and deliver to or on the order
of the Holder thereof, at the expense of the Issuer, a new Security or Securities of such series, of authorized denominations,
in principal amount equal to the unredeemed portion of the Security so presented.


 


Section 12.04.
Exclusion of Certain Securities from Eligibility for Selection for Redemption. Securities shall be excluded from
eligibility for selection for redemption if they are identified by registration and certificate number in an Officer’s Certificate
of the Issuer delivered to the Trustee at least 40 days prior to the last date on which notice of redemption may be given as being


 




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owned of
record and beneficially by, and not pledged or hypothecated by, either   (a) the Issuer or   (b) an entity specifically
identified in such written statement as directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer.


 


Section 12.05.
Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of
the Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any payment in
excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional
sinking fund payment.” The date on which a sinking fund payment is to be made is herein referred to as the “sinking
fund payment date.”


 


In lieu of
making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Issuer may
at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except upon redemption
pursuant to the mandatory sinking fund) by the Issuer or receive credit for Securities of such series (not previously so credited)
theretofore purchased or otherwise acquired (except as aforesaid) by the Issuer and delivered to the Trustee for cancellation
pursuant to ‎Section 2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant
to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Issuer through
any optional redemption provision contained in the terms of such series. Securities so delivered or credited shall be received
or credited by the Trustee at the sinking fund redemption price specified in such Securities.


 










On or before
the 60th day next preceding each sinking fund payment date or the 30th day next preceding the last day of any applicable Redemption
Notice Period relating to a sinking fund payment date for any series, the Issuer will deliver to the Trustee an Officer’s
Certificate (which need not contain the statements required by ‎Section 11.05) (a) specifying the portion of the mandatory
sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of Securities of such series
and the basis for such credit, (b) stating that none of the Securities of such series has theretofore been so credited, (c) stating
that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been
waived or cured) and are continuing and (d) stating whether or not the Issuer intends to exercise its right to make an optional
sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which
the Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited
and required to be delivered to the Trustee in order for the Issuer to be entitled to credit therefor as aforesaid which have
not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to ‎Section 2.10 to the Trustee
with such Officer’s Certificate (or


 




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reasonably
promptly thereafter if acceptable to the Trustee). Such Officer’s Certificate shall be irrevocable and upon its receipt
by the Trustee the Issuer shall become unconditionally obligated to make all the cash payments or payments therein referred to,
if any, on or before the next succeeding sinking fund payment date. Failure of the Issuer, on or before any such 60th day or 30th
day, if applicable, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not
constitute a default but shall constitute, on and as of such date, the irrevocable election of the Issuer (i) that the mandatory
sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without
the option to deliver or credit Securities of such series in respect thereof and (ii) that the Issuer will make no optional sinking
fund payment with respect to such series as provided in this Section.


 


If the sinking
fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus
any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or the equivalent thereof in any
Foreign Currency) or a lesser sum in Dollars (or the equivalent thereof in any Foreign Currency) if the Issuer shall so request
with respect to the Securities of any particular series, such cash shall be applied on the next succeeding sinking fund payment
date to the redemption of Securities of such series at the sinking fund redemption price together with accrued interest to the
date fixed for redemption. If such amount shall be $50,000 (or the equivalent thereof in any Foreign Currency) or less and the
Issuer makes no such request then it shall be carried over until a sum in excess of $50,000 (or the equivalent thereof in any
Foreign Currency) is available. The Trustee shall select, in the manner provided in ‎Section 12.02, for redemption on such
sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be,
and shall (if requested in writing by the Issuer) inform the Issuer of the serial numbers of the Securities of such series (or
portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified
by registration and certificate number in an Officer’s Certificate of the Issuer delivered to the Trustee at least 60 days
prior to the sinking fund payment date or at least 30 days prior to the last day of any applicable Redemption Notice Period relating
to a sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the
Issuer or (b) an entity specifically identified in such Officer’s Certificate as directly or indirectly controlling or controlled
by or under direct or indirect common control with the Issuer. The Trustee, in the name and at the expense of the Issuer (or the
Issuer, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be
given in substantially the manner provided in ‎Section 12.02 (and with the effect provided in ‎Section 12.03) for the
redemption of Securities of such series in part at the option of the Issuer. The amount of any sinking fund payments not so applied
or allocated to the redemption of Securities of such series


 




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shall be added
to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the
provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular
series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities
of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the principal
of, and interest on, the Securities of such series at maturity.


 


On or before
each sinking fund payment date, the Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all
interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date.


 


The Trustee
shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or give any notice of redemption
of Securities for such series by operation of the sinking fund during the continuance of a default in payment of interest on such
Securities or of any Event of Default except that, where the giving of notice of redemption of any Securities shall theretofore
have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the
Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when
any such default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance
of such default or Event of Default, be deemed to have been collected under ‎Article 5 and held for the payment of all such
Securities. In case such Event of Default shall have been waived as provided in ‎Section 5.10 or the default cured on or before
the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding
sinking fund payment date in accordance with this Section to the redemption of such Securities.


 


Article
13


Guarantee


 


Section 13.01.
The Guarantee. Subject to the provisions of this Article, the Guarantor hereby irrevocably, fully and unconditionally guarantees,
on an unsecured basis, the full and punctual payment (whether at stated maturity, upon redemption or acceleration, or otherwise)
of the principal of, premium, if any, and interest on, and all other amounts payable, including property deliverable, under, the
Securities, and the full and punctual payment of all other amounts payable by the Issuer under this Indenture. Upon failure by
the Issuer to pay punctually any such amount, the Guarantor shall forthwith on demand pay the amount not so paid at the place
and in the manner specified in this Indenture. This Guarantee constitutes a guaranty of payment and not of collection.


 




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Section 13.02.Guarantee
Unconditional. The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality
of the foregoing, will not be released, discharged or otherwise affected by:


 


(a)     any
extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture
or any Security, by operation of law or otherwise;


 


(b)     any
modification or amendment of or supplement to this Indenture or any Security;


 


(c)     any
change in the corporate existence, structure or ownership of the Issuer, or any insolvency, bankruptcy, reorganization or other
similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the Issuer contained
in this Indenture or any Security;


 


(d)     the
existence of any claim, set off or other rights which the Guarantor may have at any time against the Issuer, the Trustee or any
other Person, whether in connection with this Indenture or any unrelated transactions, provided that nothing herein prevents the
assertion of any such claim by separate suit or compulsory counterclaim;


 


(e)     any
invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any Security, or any provision
of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest on any Security
or any other amount payable by the Issuer under this Indenture; or


 


(f)     any
other act or omission to act or delay of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever
which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s
obligations hereunder.


 


Section 13.03.Discharge;
Reinstatement. The Guarantor’s obligations under this Article with respect to any Securities will remain in full force
and effect until the principal of, premium, if any, and interest on such Securities and all other amounts payable by the Issuer
under this Indenture with respect to such Securities have been paid in full. If at any time any payment of the principal of, premium,
if any, or interest on any Security or any other amount payable by the Issuer under this Indenture is rescinded or must be otherwise
restored or returned upon the insolvency, bankruptcy or reorganization of the Issuer or otherwise, the Guarantor’s obligations
hereunder with respect to such payment will be reinstated as though such payment had been due but not made at such time.


 




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Section 13.04.Waiver
by the Guarantor. The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided
for herein, as well as any requirement that at any time any action be taken by any Person against the Issuer or any other Person.
The Guarantor hereby agrees that, in the event of a default in payment of the principal of, interest on, and all other amounts
payable under any Security, whether at its stated maturity, by declaration of acceleration, call for redemption or otherwise,
legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and
conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against
the Issuer.


 


Section 13.05.Subrogation.
Upon making any payment with respect to any obligation of the Issuer under this Article, the Guarantor shall be subrogated to
the rights of the payee against the Issuer with respect to such obligation, provided that the Guarantor may not enforce any right
of subrogation with respect to such payment so long as any amount payable by the Issuer hereunder or under the Securities remains
unpaid.


 


Section 13.06.Stay
of Acceleration. If acceleration of the time for payment of any amount payable by the Issuer under this Indenture or the Securities
is stayed upon the insolvency, bankruptcy or reorganization of the Issuer, all such amounts otherwise subject to acceleration
under the terms of this Indenture are nonetheless payable by the Guarantor hereunder forthwith on demand by the Trustee or the
Holders.


 


Section 13.07.Savings
Clause. Notwithstanding anything to the contrary in this Article, the Guarantor, and by its acceptance of Securities, each
Holder, hereby confirms that it is the intention of all such parties that the Guarantee not constitute a fraudulent conveyance
under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law.
To effectuate that intention, the Trustee, the Holders and the Guarantor hereby irrevocably agree that the obligations of the
Guarantor under the Guarantee are limited to the maximum amount that would not render the Guarantor’s obligations subject
to avoidance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision
of state law.


 


Section 13.08.Execution
and Delivery of Guarantee. The execution by the Guarantor of this Indenture (or a supplemental indenture) evidences the Guarantee
of the Guarantor, whether or not the person signing as an officer of the Guarantor still holds that office at the time of authentication
of any Security. The delivery of any Security by the Trustee after authentication constitutes due delivery of the Guarantee set
forth in this Indenture on behalf of the Guarantor.


 




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Section 13.09.Release
of Guaranty. The Guarantee of the Guarantor of the Securities will terminate upon defeasance or discharge of the Securities,
as provided in ‎‎Section 10.01.


 


Upon delivery
by the Issuer to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the foregoing effect, the Trustee
will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under the
Guarantee of the Securities.


 


Section 13.10.Guarantor
Negative Pledge. Neither the Guarantor nor any successor Person will, or will permit any Subsidiary to, create, assume, incur
or guarantee any indebtedness for borrowed money secured by a pledge, lien or other encumbrance (except for Permitted Liens) on
(a) the Voting Securities of Morgan Stanley & Co. LLC, a Delaware limited liability company and an indirect wholly owned subsidiary
of the Guarantor, Morgan Stanley & Co. International plc, an English company and an indirect wholly owned subsidiary of the
Guarantor, Morgan Stanley Smith Barney LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of the
Guarantor, or any Subsidiary succeeding to any substantial part of the business now conducted by any of such corporations (collectively,
the “Principal Subsidiaries”) or (b) Voting Securities of a Subsidiary that owns, directly or indirectly, Voting Securities
of any of the Principal Subsidiaries (other than directors’ qualifying shares), unless the Guarantor shall cause the Guarantee
to be secured equally and ratably with (or, at the Guarantor’s option, prior to) any indebtedness secured thereby.


 


Section 13.11.Guarantor’s
Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions. The Guarantor covenants that
it will not merge or consolidate with any other Person or sell, lease or convey all or substantially all of its assets to any
other Person, unless (i) either the Guarantor shall be the continuing Person, or the successor Person by merger or consolidation
or the Person which acquires by sale, lease or conveyance substantially all the assets of the Guarantor (if other than the Guarantor)
shall be a Person organized under the laws of the United States of America or any State thereof or the District of Columbia and
shall expressly assume the full, irrevocable and unconditional guarantee of the due and punctual payment of the principal of and
interest on all the Securities and Coupons, if any, according to their tenor, and the due and punctual performance and observance
of all of the covenants and conditions of this Indenture to be performed or observed by the Guarantor, by supplemental indenture
satisfactory to the Trustee, executed and delivered to the Trustee by such Person, and (ii) the Guarantor, such successor Person
or such acquiring Person, as the case may be, shall not, immediately after such merger or consolidation, or such sale, lease or
conveyance, be in default in the performance of any such covenant or condition.


 




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Section 13.12.Successor
Person Substituted. In case of any such consolidation, merger, sale, lease or conveyance, and following such an assumption
by the successor Person, such successor Person shall succeed to and be substituted for the Guarantor, with the same effect as
if it had been named as the Guarantor herein.


 


In case of
any such consolidation, merger, sale, lease or conveyance such changes in phrasing and form (but not in substance) may be made
in the Securities and Coupons thereafter to be issued as may be appropriate.


 


In the event
of any such sale or conveyance (other than a conveyance by way of lease) the Guarantor or any successor Person which shall theretofore
have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture
and the Securities and may be liquidated and dissolved. 


 


Section 13.13.Termination
of the Guarantee upon Merger. The Guarantee of the Guarantor of the Securities will terminate upon the merger of the Issuer
with and into the Guarantor in accordance with ‎Article 9 and this Article.


 


Section 13.14.Opinion
of Counsel Delivered to Trustee. The Trustee, subject to the provisions of Sections ‎6.01 and ‎‎6.02, may receive
an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance of the Guarantor,
and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.


 


Section 13.15.Not
Insured. This Guarantee is not insured by the Federal Deposit Insurance Corporation of the United States of America.


 




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IN WITNESS
WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of February 16, 2016.


 


	MORGAN STANLEY FINANCE LLC, ISSUER

                     

                     

	By:	/s/
    Kevin Woodruff
	 	Name:Kevin Woodruff
	 	Title:  President



 


 


 

	MORGAN STANLEY, GUARANTOR

                     

                     

	By:	/s/ Kevin
    Sheehan
	 	Name: Kevin Sheehan
	 	Title:  Assistant Treasurer



 


 


 

	THE BANK OF NEW YORK MELLON, TRUSTEE

                     

                     

	By:	/s/
    Laurence J. O’Brien
	 	Name: Laurence J. O’Brien
	 	Title:  Vice
    President