Exhibit 4.6


 





 



 





FIVE OAKS INVESTMENT CORP.


 


TO


,


Trustee


 





 






 


INDENTURE


(FOR [SUBORDINATED]* DEBT SECURITIES)


 


Dated as of                 
, 20  


 





 



 


 


 






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


 





 



 




     


     


    

 


TABLE OF CONTENTS*


 


	 	Page 
	 	 
	RECITAL OF THE COMPANY 	1
	ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 	1
	Section 1.01.	Definitions. 	1
	Section 1.02.	Compliance Certificates and Opinions. 	6
	Section 1.03.	Form of Documents Delivered to Trustee. 	6
	Section 1.04.	Acts of Holders. 	7
	Section 1.05.	Notices, Etc. to Trustee and Company. 	7
	Section 1.06.	Notice to Holders of Debt Securities; Waiver. 	8
	Section 1.07.	Conflict with Trust Indenture Act. 	8
	Section 1.08.	Effect of Headings and Table of Contents. 	8
	Section 1.09.	Successors and Assigns. 	9
	Section 1.10.	Separability Clause. 	9
	Section 1.11.	Benefits of Indenture. 	9
	Section 1.12.	Governing Law. 	9
	Section 1.13.	Legal Holidays. 	9
	ARTICLE II DEBT SECURITY FORMS 	9
	Section 2.01.	Forms Generally. 	9
	Section 2.02.	Form of Trustee’s Certificate of Authentication. 	9
	Section 2.03.	Debt Securities Issuable in the Form of a Global Security. 	10
	ARTICLE III THE DEBT SECURITIES	11
	Section 3.01.	Amount Unlimited; Issuable in Series. 	11
	Section 3.02.	Denominations. 	13
	Section 3.03.	Execution, Authentication, Delivery and Dating. 	14
	Section 3.04.	Temporary Debt Securities. 	15
	Section 3.05.	Registration, Registration of Transfer and Exchange. 	15
	Section 3.06.	Mutilated, Destroyed, Lost and Stolen Debt Securities. 	16
	Section 3.07.	Payment of Interest and Additional Interest; Interest Rights Preserved. 	17
	Section 3.08.	Persons Deemed Owners. 	17
	Section 3.09.	Cancellation by Debt Security Registrar. 	18
	Section 3.10.	Computation of Interest. 	18
	Section 3.11.	Payment to be in Proper Currency. 	18
	Section 3.12.	[Extension of Interest Payment]†. 	18
	ARTICLE IV REDEMPTION OF DEBT SECURITIES 	18
	Section 4.01.	Applicability of Article. 	18
	Section 4.02.	Election to Redeem; Notice to Trustee. 	18
	Section 4.03.	Selection of Debt Securities to be Redeemed. 	19
	Section 4.04.	Notice of Redemption. 	19
	Section 4.05.	Debt Securities Payable on Redemption Date. 	20
	Section 4.06.	Debt Securities Redeemed in Part. 	20
	ARTICLE V SINKING FUNDS	20
	Section 5.01.	Applicability of Article. 	20
	Section 5.02.	Satisfaction of Sinking Fund Payments with Debt Securities. 	20
	Section 5.03.	Redemption of Debt Securities for Sinking Fund. 	20
	ARTICLE VI COVENANTS 	21
	Section 6.01.	Payment of Principal, Premium and Interest. 	21
	Section 6.02.	Maintenance of Office or Agency. 	21
	Section 6.03.	Money for Debt Securities Payments to be Held in Trust. 	21
	Section 6.04.	Corporate Existence. 	22
	Section 6.05.	Annual Officer’s Certificate as to Compliance. 	22
	Section 6.06.	Waiver of Certain Covenants. 	22


 





 



 


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


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


 




    	 	i	 



     


    

 


	ARTICLE VII SATISFACTION AND DISCHARGE 	23
	Section 7.01.	Satisfaction and Discharge of Debt Securities. 	23
	Section 7.02.	Satisfaction and Discharge of Indenture. 	24
	Section 7.03.	Application of Trust Money. 	25
	ARTICLE VIII EVENTS OF DEFAULT; REMEDIES 	25
	Section 8.01.	Events of Default.	25
	Section 8.02.	Acceleration of Maturity; Rescission and Annulment. 	26
	Section 8.03.	Collection of Indebtedness and Suits for Enforcement by Trustee.43	27
	Section 8.04.	Trustee May File Proofs of Claim. 	27
	Section 8.05.	Trustee May Enforce Claims Without Possession of Debt Securities. 	28
	Section 8.06.	Application of Money Collected. 	28
	Section 8.07.	Limitation on Suits. 	28
	Section 8.08.	Unconditional Right of Holders to Receive Principal, Premium and Interest. 	29
	Section 8.09.	Restoration of Rights and Remedies. 	29
	Section 8.10.	Rights and Remedies Cumulative. 	29
	Section 8.11.	Delay or Omission Not Waiver. 	29
	Section 8.12.	Control by Holders of Debt Securities. 	29
	Section 8.13.	Waiver of Past Defaults. 	29
	Section 8.14.	Undertaking for Costs. 	30
	Section 8.15.	Waiver of Stay or Extension Laws. 	30
	ARTICLE IX THE TRUSTEE 	30
	Section 9.01.	Certain Duties and Responsibilities. 	30
	Section 9.02.	Notice of Defaults. 	31
	Section 9.03.	Certain Rights of Trustee. 	31
	Section 9.04.	Not Responsible for Recitals or Issuance of Debt Securities. 	32
	Section 9.05.	May Hold Debt Securities. 	32
	Section 9.06.	Money Held in Trust. 	32
	Section 9.07.	Compensation and Reimbursement. 	32
	Section 9.08.	Disqualification; Conflicting Interests. 	32
	Section 9.09.	Corporate Trustee Required; Eligibility. 	33
	Section 9.10.	Resignation and Removal; Appointment of Successor. 	33
	Section 9.11.	Acceptance of Appointment by Successor. 	34
	Section 9.12.	Merger, Conversion, Consolidation or Succession to Business. 	35
	Section 9.13.	Preferential Collection of Claims Against Company. 	35
	Section 9.14.	Co-Trustees and Separate Trustees. 	35
	Section 9.15.	Appointment of Authenticating Agent. 	36
	ARTICLE X HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 	37
	Section 10.01.	Lists of Holders. 	37
	Section 10.02.	Reports by Trustee and Company. 	37
	ARTICLE XI CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER 	38
	Section 11.01.	Company May Consolidate, Etc., Only on Certain Terms. 	38
	Section 11.02.	Successor Corporation Substituted. 	38
	ARTICLE XII SUPPLEMENTAL INDENTURES 	38
	Section 12.01.	Supplemental Indentures Without Consent of Holders. 	38
	Section 12.02.	Supplemental Indentures With Consent of Holders. 	39
	Section 12.03.	Execution of Supplemental Indentures. 	40
	Section 12.04.	Effect of Supplemental Indentures. 	40
	Section 12.05.	Conformity With Trust Indenture Act. 	40
	Section 12.06.	Reference in Debt Securities to Supplemental Indentures. 	40
	Section 12.07.	Modification without Supplemental Indenture. 	41
	ARTICLE XIII MEETINGS OF HOLDERS; ACTION WITHOUT MEETING 	41
	Section 13.01.	Purposes for which Meetings may be Called. 	41
	Section 13.02.	Call, Notice and Place of Meetings. 	41
	Section 13.03.	Persons Entitled to Vote at Meetings.	41
	Section 13.04.	Quorum; Action. 	41
	Section 13.05.	Attendance at Meetings; Determination of Voting Rights; Conduct and Adjournment of Meetings. 	42
	Section 13.06.	Counting Votes and Recording Action of Meetings. 	43
	Section 13.07.	Action Without Meeting. 	43


 




    	 	ii	 



     


    

 


	ARTICLE XIV IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	43
	Section 14.01.	Liability Solely Corporate.	43
	ARTICLE XV [SUBORDINATION OF SECURITIES]* 	43
	Section 15.01.	Securities Subordinate to Senior Indebtedness. 	43
	Section 15.02.	Payment Over of Proceeds of Securities. 	43
	Section 15.03.	Disputes with Holders of Certain Senior Indebtedness. 	45
	Section 15.04.	Subrogation. 	45
	Section 15.05.	Unconditional Obligation of the Company. 	45
	Section 15.06.	Priority of Senior Indebtedness Upon Maturity. 	45
	Section 15.07.	Trustee as Holder of Senior Indebtedness. 	46
	Section 15.08.	Notice to Trustee to Effectuate Subordination. 	46
	Section 15.09.	Modification, Extension, Etc. of Senior Indebtedness. 	46
	Section 15.10.	Trustee Has No Fiduciary Duty to Holders of Senior Indebtedness.	46
	Section 15.11.	Paying Agents other than the Trustee. 	46
	Section 15.12.	Rights of Holders of Senior Indebtedness Not Impaired. 	46
	Section 15.13.	This Article Not To Prevent Events of Default. 	46
	Section 15.14.	Effect of Subordination Provisions; Termination. 	46


 





 






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


 




    	 	iii	 



     


    

 


FIVE OAKS INVESTMENT CORP.


  


RECONCILIATION AND TIE BETWEEN TRUST
INDENTURE ACT OF 1939


 


AND INDENTURE, DATED AS OF                    ,
20      


 


	Trust Indenture Act Section	 	Indenture Section	 
	 	 	 	 	 	 	 
	§310 	 	 	(a)(1)
  
	 	 	 	9.09	 
	 	 	 	(a)(2)
  
	 	 	 	9.09	 
	 	 	 	(a)(3)
  
	 	 	 	9.14	 
	 	 	 	(a)(4)
  
	 	 	 	Not Applicable
  
	 
	 	 	 	(b)
  
	 	 	 	9.08, 9.10
  
	 
	§311 	 	 	(a)
  
	 	 	 	9.13	 
	 	 	 	(b)
  
	 	 	 	9.13	 
	 	 	 	(c)
  
	 	 	 	9.13	 
	§312 
	 	 	(a)
  
	 	 	 	10.01	 
	 	 	 	(b)
  
	 	 	 	10.01	 
	 	 	 	(c)
  
	 	 	 	10.01	 
	§313 
	 	 	(a)
  
	 	 	 	10.02	 
	 	 	 	(b)
  
	 	 	 	10.02	 
	 	 	 	(c)
  
	 	 	 	10.02	 
	 	 	 	(d)
  
	 	 	 	10.02	 
	§314 
	 	 	(a)(4)
  
	 	 	 	6.06	 
	 	 	 	(b)
  
	 	 	 	Not Applicable
  
	 
	 	 	 	(c)(1)
  
	 	 	 	1.02	 
	 	 	 	(c)(2)
  
	 	 	 	1.02	 
	 	 	 	(c)(3)
  
	 	 	 	Not Applicable
  
	 
	 	 	 	(d)
  
	 	 	 	Not Applicable
  
	 
	 	 	 	(e)
  
	 	 	 	1.02	 
	§315 
	 	 	(a)
  
	 	 	 	9.01, 9.03
  
	 
	 	 	 	(b)
  
	 	 	 	9.02	 



 




    	 	iv	 



     


    

 


	 	 	 	(c)
  
	 	 	 	9.01	 
	 	 	 	(d)
  
	 	 	 	9.01	 
	 	 	 	(e)
  
	 	 	 	8.14	 
	§316 
	 	 	(a)
  
	 	 	 	8.12, 8.13
  
	 
	 	 	 	(a)(1)(A)
  
	 	 	 	8.02, 8.12
  
	 
	 	 	 	(a)(1)(B)
  
	 	 	 	813	 
	 	 	 	(a)(2)
  
	 	 	 	Not Applicable
  
	 
	 	 	 	(b)
  
	 	 	 	8.08	 
	 	 	 	(c)
  
	 	 	 	1.04(g)	
	§317 
	 	 	(a)(1)
  
	 	 	 	8.03	 
	 	 	 	(a)(2)
  
	 	 	 	8.04	 
	 	 	 	(b)
  
	 	 	 	6.03	 
	§318 
	 	 	(a)
  
	 	 	 	1.07	 



  




    	 	v	 



     


    

 


INDENTURE (FOR [SUBORDINATED]*
DEBT SECURITIES), dated as of               , 20          ,
between FIVE OAKS INVESTMENT CORP., a Maryland corporation (herein called the “Company”), having its principal
office at 540 Madison Avenue, 19th Floor, New York, New York 10022, and [TRUSTEE], a                       ,
having its principal corporate trust office at                                                        ,
as Trustee (herein called the “Trustee”).


 


RECITALS OF THE COMPANY


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE I


DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION


 


Section 1.01. Definitions. For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise requires:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 






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


 




    	 	1	 



     


    

 


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


 


“Authorized Officer”
means the Chief Executive Officer and President and the Chief Financial Officer and Treasurer.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	2	 



     


    

 


“Eligible Obligations”
means:


 


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


 


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


 


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


 


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


 


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


 


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


 


“Government Obligations”
means:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	3	 



     


    

 


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


 


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


 


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


 


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


 


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


 


(y) the principal amount of a
Discount Debt Security that shall be deemed to be Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant
to Section 8.02;


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	4	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	5	 



     


    

 


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


 


Section 1.02. Compliance Certificates and Opinions. Except
as otherwise expressly provided in this Indenture, upon any application or request by the Company to the Trustee to take any action
under any provision of this Indenture, the Company shall furnish to the Trustee an Officer’s Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that
in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:


 


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


 


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


 


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


 


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


 


Section 1.03. Form of Documents Delivered to Trustee.
In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more
other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several
documents.


 


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


 


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


 


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


 


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


 




    	 	6	 



     


    

 


Section 1.04. Acts of Holders.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 1.05. Notices, Etc. to Trustee and Company. Any
request, demand, authorization, direction, notice, consent, election, waiver or Act of Holders or other document provided or permitted
by this Indenture to be made upon, given or furnished to, or filed with, the Trustee by any Holder or by the Company, or the Company
by the Trustee or by any Holder, shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if
in writing and delivered personally to an officer or other responsible employee of the addressee, or transmitted by facsimile transmission
or other direct written electronic means to such telephone number or other electronic communications address as the parties hereto
shall from time to time designate, or transmitted by certified or registered mail, charges prepaid, to the applicable address set
opposite such party’s name below or to such other address as either party hereto may from time to time designate:


 




    	 	7	 



     


    

 


If to the Trustee, to:


 


[Trustee]


[Address]


 


Attention:


Telephone:


Facsimile:


 


	If to the Company, to: 	With copy to:	 


 


Five Oaks Investment Corp.


540 Madison Avenue, 19th Floor


New York, New York 10022


 


	Attention: 	Attention:	 
	Telephone: 	Telephone:	 
	Facsimile: 	Facsimile:	 


 


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


 


Section 1.06. Notice to Holders of Debt Securities; Waiver.
Except as otherwise expressly provided herein, where this Indenture provides for notice to Holders of any event, such notice shall
be sufficiently given, and shall be deemed given, to Holders if in writing and mailed, first-class postage prepaid, to each Holder
affected by such event, at the address of such Holder as it appears in the Debt Security Register, not later than the latest date,
and not earlier than the earliest date, prescribed for the giving of such notice.


 


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


 


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


 


Section 1.07. Conflict with Trust Indenture Act. If any
provision of this Indenture limits, qualifies or conflicts with another provision hereof that is required or deemed to be included
in this Indenture by, or is otherwise governed by, any of the provisions of the Trust Indenture Act, such other provision shall
control; and if any provision hereof otherwise conflicts with the Trust Indenture Act, the Trust Indenture Act shall control.


  


Section 1.08. Effect of Headings and Table of Contents.
The Article and Section headings in this Indenture and the Table of Contents are for convenience only and shall not affect the
construction hereof.


 




    	 	8	 



     


    

 


Section 1.09. Successors and Assigns. All covenants and
agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.


 


Section 1.10. Separability Clause. In case any provision
in this Indenture or the Debt Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 1.11. Benefits of Indenture. Nothing in this
Indenture or the Debt Securities, express or implied, shall give to any Person, other than the parties hereto, their successors
hereunder, the Holders, [and so long as the notice described in Section 15.14 hereof has not been given, the holders of
Senior Indebtedness,]* any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section 1.12. Governing Law. This Indenture and the Debt
Securities shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts
of law principles thereof, except to the extent that the law of any other jurisdiction shall be mandatorily applicable.


 


Section 1.13. Legal Holidays. In any case where any Interest
Payment Date, Redemption Date or Stated Maturity of any Debt Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Debt Securities other than a provision in Debt Securities of any
series, or any Tranche thereof, or in the indenture supplemental hereto, Board Resolution or Officer’s Certificate that establishes
the terms of the Debt Securities of such series or Tranche, which specifically states that such provision shall apply in lieu of
this Section) payment of interest or principal and premium, if any, need not be made at such Place of Payment on such date, but
may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest
Payment Date or Redemption Date, or at the Stated Maturity, and, if such payment is made or duly provided for on such Business
Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date
or Stated Maturity, as the case may be, to such Business Day.


  


ARTICLE II


DEBT SECURITY FORMS


 


Section 2.01. Forms Generally. The definitive Debt Securities
of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing
such series or in a Board Resolution establishing such series, or in an Officer’s Certificate pursuant to such supplemental
indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends
or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith,
be determined by the officers executing such Debt Securities, as evidenced by their execution of the Debt Securities. If the form
or forms of Debt Securities of any series are established in a Board Resolution or in an Officer’s Certificate pursuant to
an indenture supplement hereto or to a Board Resolution, such Board Resolution and Officer’s Certificate, if any, shall be
delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.03 for the authentication
and delivery of such Debt Securities.


 


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


 


Section 2.02. Form of Trustee’s Certificate of Authentication.
The Trustee’s certificate of authentication shall be in substantially the form set forth below:


 


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


 


Dated:


 


                                            ,
as Trustee


 





 






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


 




    	 	9	 



     


    

 


	 	By: 	 	 


 


	 	Authorized Representative 


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	10	 



     


    

 


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


 


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


 


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


  


ARTICLE III


THE DEBT SECURITIES


 


Section 3.01. Amount Unlimited; Issuable in Series. The
aggregate principal amount of Debt Securities that may be authenticated and delivered under this Indenture is unlimited. The Debt
Securities may be issued in one or more series. Subject to the last paragraph of this Section, prior to the authentication and
delivery of Debt Securities of any series there shall be established by specification in a supplemental indenture or in a Board
Resolution, or in an Officer’s Certificate pursuant to a supplemental indenture or a Board Resolution:


 


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


 


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


 


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


 




    	 	11	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 






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


 




    	 	12	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 3.02. Denominations. Unless otherwise provided
as contemplated by Section 3.01 with respect to any series of Debt Securities, or any Tranche thereof, the Debt Securities
of each series shall be issuable in denominations of $1,000 and any integral multiple thereof.


 


 






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


 




    	 	13	 



     


    

 


Section 3.03. Execution, Authentication, Delivery and Dating.
Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Debt Securities, or any Tranche
thereof, the Debt Securities shall be executed on behalf of the Company by an Authorized Officer and may have the corporate seal
of the Company affixed thereto or reproduced thereon attested by any other Authorized Officer. The signature of any or all of these
officers on the Debt Securities may be manual or facsimile. Debt Securities bearing the manual or facsimile signatures of individuals
who were at the time of execution Authorized Officers of the Company shall bind the Company, notwithstanding that such individuals
or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities or did not hold
such offices at the date of such Debt Securities. The Trustee shall authenticate and deliver Debt Securities of a series, for original
issue, at one time or from time to time in accordance with the Company Order referred to below, upon receipt by the Trustee of:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	14	 



     


    

 


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


 


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


 


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


 


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


 


Section 3.04. Temporary Debt Securities. Pending the
preparation of definitive Debt Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order
the Trustee shall authenticate and deliver, temporary Debt Securities that are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Debt Securities in lieu of
which they are issued, with such appropriate insertions, omissions, substitutions and other variations as the officers executing
such Debt Securities may determine, as evidenced by their execution of such Debt Securities; provided, however, that
temporary Debt Securities need not recite specific redemption, sinking fund, conversion or exchange provisions.


 


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


 


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


 


Section 3.05. Registration, Registration of Transfer and
Exchange. The Company shall cause to be kept in each office designated pursuant to Section 6.02, with respect to the
Debt Securities of each series or any Tranche thereof, a register (all registers kept in accordance with this Section being collectively
referred to as the “Debt Security Register”) in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Debt Securities of such series or Tranche and the registration of transfer thereof.
The Company shall designate one Person to maintain the Debt Security Register for the Debt Securities of each series on a consolidated
basis, and such Person is referred to herein, with respect to such series, as the “Debt Security Registrar.”
Anything herein to the contrary notwithstanding, the Company may designate one or more of its offices as an office in which the
Debt Security Register shall be maintained, and the Company may designate itself the Debt Security Registrar with respect to one
or more of such series. The Debt Security Register shall be open for inspection by the Trustee and the Company at all reasonable
times.


 




    	 	15	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 3.06. Mutilated, Destroyed, Lost and Stolen Debt
Securities. If any mutilated Debt Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a new Debt Security of the same series, and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.


 


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


 


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


 




    	 	16	 



     


    

 


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


 


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


 


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


 


Section 3.07. Payment of Interest and Additional Interest;
Interest Rights Preserved. Unless otherwise specified as contemplated by Section 3.01 with respect to the Debt Securities
of any series, or any Tranche thereof, interest and Additional Interest, if any, on any Debt Security that is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Debt Security (or one or
more Predecessor Debt Securities) is registered at the close of business on the Regular Record Date for such interest. [Subject
to Section 3.12]* any interest on any Debt Security of any series that is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease
to be payable to the Holder on the related Regular Record Date by virtue of having been such Holder, and such Defaulted Interest
may be paid by the Company, at its election in each case, as provided in clause (a) or (b) below:


 


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


 


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


 


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


 


Section 3.08. Persons Deemed Owners. Prior to due presentment
of a Debt Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving
payment of principal of and premium, if any, and (subject to Sections 3.05 and 3.07) interest, if any, on such Debt
Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and neither the Company, the Trustee
nor any agent of the Company or the Trustee shall be affected by notice to the contrary.


 





 






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


 




    	 	17	 



     


    

 


Section 3.09. Cancellation by Debt Security Registrar.
All Debt Securities surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to any Person
other than the Debt Security Registrar, be delivered to the Debt Security Registrar and, if not theretofore canceled, shall be
promptly canceled by the Debt Security Registrar. The Company may at any time deliver to the Debt Security Registrar for cancellation
any Debt Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever
or which the Company shall not have issued and sold, and all Debt Securities so delivered shall be promptly canceled by the Debt
Security Registrar. No Debt Securities shall be authenticated in lieu of or in exchange for any Debt Securities canceled as provided
in this Section, except as expressly permitted by this Indenture. All certificates representing canceled Debt Securities held by
the Debt Security Registrar shall be disposed of in accordance with the customary practices of the Debt Security Registrar at the
time in effect, and the Debt Security Registrar shall not be required to destroy any such certificates. The Debt Security Registrar,
if other than the Trustee, shall promptly deliver a certificate of disposition with respect to such disposed certificates to the
Trustee and the Company unless, by a Company Order, similarly delivered, the Company shall direct that canceled Debt Securities
be returned to it. The Debt Security Registrar shall promptly deliver evidence of any cancellation of a Debt Security in accordance
with this Section to the Trustee and the Company. If the Trustee is the entity acting as Debt Security Registrar, it shall promptly
deliver to the Company a certificate of disposition with respect to any certificates disposed of and/or evidence of any cancellation
of a Debt Security, in each case in accordance with this Section, if so requested by a Company Order.


 


Section 3.10. Computation of Interest. Except as otherwise
specified as contemplated by Section 3.01 for Debt Securities of any series, or any Tranche thereof, interest on the Debt
Securities of each series shall be computed on the basis of a 360-day year consisting of twelve 30-day months and on the basis
of the actual number of days elapsed within any month in relation to the deemed 30 days of such month.


 


Section 3.11. Payment to be in Proper Currency. In the
case of the Debt Securities of any series, or any Tranche thereof, denominated in any currency other than Dollars or in a composite
currency (the “Required Currency”), except as otherwise specified with respect to such Debt Securities as contemplated
by Section 3.01, the obligation of the Company to make any payment of the principal thereof, or the premium or interest
thereon, shall not be discharged or satisfied by any tender by the Company, or recovery by the Trustee, in any currency other than
the Required Currency, except to the extent that such tender or recovery shall result in the Trustee timely holding the full amount
of the Required Currency then due and payable. If any such tender or recovery is in a currency other than the Required Currency,
the Trustee may take such actions as it considers appropriate to exchange such currency for the Required Currency. The costs and
risks of any such exchange, including without limitation the risks of delay and exchange rate fluctuation, shall be borne by the
Company, the Company shall remain fully liable for any shortfall or delinquency in the full amount of Required Currency then due
and payable, and in no circumstances shall the Trustee be liable therefor except in the case of its negligence or willful misconduct.


 


Section 3.12. [Extension of Interest Payment]*.
[The Company shall have the right at any time, so long as the Company is not in default in the payment of interest on the Debt
Securities of any series hereunder, to extend interest payment periods on all Debt Securities of one or more series, or Tranches
thereof, if so specified as contemplated by Section 3.01 with respect to such Debt Securities and upon such terms as may
be specified as contemplated by Section 3.01 with respect to such Debt Securities.]


 


ARTICLE IV


REDEMPTION OF DEBT SECURITIES


 


Section 4.01. Applicability of Article. Debt Securities
of any series, or any Tranche thereof, that are redeemable before their Stated Maturity shall be redeemable in accordance with
their terms and (except as otherwise specified as contemplated by Section 3.01 for Debt Securities of such series or Tranche)
in accordance with this Article.


 


Section 4.02. Election to Redeem; Notice to Trustee.
The election of the Company to redeem any Debt Securities shall be evidenced by a Board Resolution and/or an Officer’s Certificate.
The Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory
to the Trustee), notify the Trustee in writing of such Redemption Date and of the principal amount of such Debt Securities to be
redeemed. In the case of any redemption of Debt Securities (a) prior to the expiration of any restriction on such redemption provided
in the terms of such Debt Securities or elsewhere in this Indenture or (b) pursuant to an election of the Company that is subject
to a condition specified in the terms of such Debt Securities, the Company shall furnish the Trustee with an Officer’s Certificate
evidencing compliance with such restriction or condition.


 





 






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


 




    	 	18	 



     


    

 


Section 4.03. Selection of Debt Securities to be Redeemed.
If less than all the Debt Securities of any series, or any Tranche thereof, are to be redeemed, the particular Debt Securities
to be redeemed shall be selected by the Trustee from the Outstanding Debt Securities of such series or Tranche not previously called
for redemption, by such method as shall be provided for any particular series, or, in the absence of any such provision, by such
method of random selection as the Trustee shall deem fair and appropriate and which may, in any case, provide for the selection
for redemption of portions (equal to the minimum authorized denomination for Debt Securities of such series or Tranche or any integral
multiple thereof) of the principal amount of Debt Securities of such series or Tranche of a denomination larger than the minimum
authorized denomination for Debt Securities of such series or Tranche; provided, however, that if, as indicated in
an Officer’s Certificate, the Company shall have offered to purchase all or any principal amount of the Debt Securities then
Outstanding of any series, or any Tranche thereof, and less than all of such Debt Securities as to which such offer was made shall
have been tendered to the Company for such purchase, the Trustee, if so directed by Company Order, shall select for redemption
all or any principal amount of such Debt Securities that have not been so tendered.


 


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


 


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


 


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


 


Section 4.04. Notice of Redemption. Notice of redemption
shall be given in the manner provided in Section 1.06 to the Holders of the Debt Securities to be redeemed not less than
30 nor more than 60 days prior to the Redemption Date. All notices of redemption shall state:


 


(a) the Redemption Date,


 


(b) the Redemption Price,


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


Section 4.05. Debt Securities Payable on Redemption Date.
Notice of redemption having been given as aforesaid, and the conditions, if any, set forth in such notice having been satisfied,
the Debt Securities or portions thereof so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price therein specified, and from and after such date (unless, in the case of an unconditional notice of redemption, the Company
shall default in the payment of the Redemption Price and accrued interest (including Additional Interest), if any) such Debt Securities
or portions thereof, if interest-bearing, shall cease to bear interest. Upon surrender of any such Debt Security for redemption
in accordance with such notice, such Debt Security or portion thereof shall be paid by the Company at the Redemption Price, together
with accrued interest (including Additional Interest), if any, to the Redemption Date; provided, however, that no
such surrender shall be a condition to such payment if so specified as contemplated by Section 3.01 with respect to such
Debt Security; and provided, further, that except as otherwise specified as contemplated by Section 3.01 with
respect to such Debt Security, any installment of interest on any Debt Security the Stated Maturity of which installment is on
or prior to the Redemption Date shall be payable to the Holder of such Debt Security, or one or more Predecessor Debt Securities,
registered as such at the close of business on the related Regular Record Date according to the terms of such Debt Security and
subject to the provisions of Section 3.07.


 


Section 4.06. Debt Securities Redeemed in Part. Upon
the surrender of any Debt Security that is to be redeemed only in part at a Place of Payment therefor (with, if the Company or
the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee
duly executed by, the Holder thereof or his attorney duly authorized in writing), the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Debt Security, without service charge, a new Debt Security or Debt Securities of
the same series and Tranche, of any authorized denomination requested by such Holder and of like tenor and in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of the Debt Security so surrendered.


 


ARTICLE V


SINKING FUNDS


Section 5.01. Applicability of Article. The provisions
of this Article shall be applicable to any sinking fund for the retirement of the Debt Securities of any series, or any Tranche
thereof, except as otherwise specified as contemplated by Section 3.01 for Debt Securities of such series or Tranche.


 


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


 


Section 5.02. Satisfaction of Sinking Fund Payments with
Debt Securities. The Company (a) may deliver to the Trustee Outstanding Debt Securities (other than any previously called for
redemption) of a series or Tranche in respect of which a mandatory sinking fund payment is to be made and (b) may apply as a credit
Debt Securities of such series or Tranche that have been purchased by the Company or redeemed either at the election of the Company
pursuant to the terms of such Debt Securities or through the application of permitted optional sinking fund payments pursuant to
the terms of such Debt Securities, in each case in satisfaction of all or any part of such mandatory sinking fund payment; provided,
however, that no Debt Securities shall be applied in satisfaction of a mandatory sinking fund payment if such Debt Securities
shall have been previously so applied. Debt Securities so applied shall be received and credited for such purpose by the Trustee
at the Redemption Price specified in such Debt Securities for redemption through operation of the sinking fund and the amount of
such mandatory sinking fund payment shall be reduced accordingly.


 


Section 5.03. Redemption of Debt Securities for Sinking Fund.
Not less than 45 days prior to each sinking fund payment date for the Debt Securities of any series, or any Tranche thereof, the
Company shall deliver to the Trustee an Officer’s Certificate specifying:


 




    	 	20	 



     


    

 


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


 


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


 


(c) the aggregate sinking fund payment;


 


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


 


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


 


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


 


ARTICLE VI


COVENANTS


 


Section 6.01. Payment of Principal, Premium and Interest.
The Company shall pay the principal of and premium, if any, and interest, if any, on the Debt Securities of each series in accordance
with the terms of such Debt Securities and this Indenture.


 


Section 6.02. Maintenance of Office or Agency. The Company
shall maintain in each Place of Payment for the Debt Securities of each series, or any Tranche thereof, an office or agency where
payment of such Debt Securities shall be made, where the registration of transfer or exchange of such Debt Securities may be effected
and where notices and demands to or upon the Company in respect of such Debt Securities and this Indenture may be served. The Company
shall give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency
and prompt notice to the Holders of any such change in the manner specified in Section 1.06. If at any time the Company
shall fail to maintain any such required office or agency in respect of Debt Securities of any series, or any Tranche thereof,
or shall fail to furnish the Trustee with the address thereof, payment of such Debt Securities shall be made, registration of transfer
or exchange thereof may be effected and notices and demands in respect thereof may be served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent for all such purposes in any such event.


 


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


 


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


 


Section 6.03. Money for Debt Securities Payments to be Held
in Trust. If the Company shall at any time act as its own Paying Agent with respect to the Debt Securities of any series, or
any Tranche thereof, it shall, on or before each due date of the principal of and premium, if any, and interest (including Additional
Interest), if any, on any of such Debt Securities, segregate and hold in trust for the benefit of the Persons entitled thereto
a sum sufficient to pay the principal and premium or interest (including Additional Interest) so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided. The Company shall promptly notify the Trustee of any failure
by the Company (or any other obligor on such Debt Securities) to make any payment of principal of or premium, if any, or interest
(including Additional Interest), if any, on such Debt Securities.


 




    	 	21	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 6.04. Corporate Existence. Subject to the rights
of the Company under Article XI, the Company shall do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence.


 


Section 6.05. Annual Officer’s Certificate as to Compliance.
Not later than                          
in each year, commencing                          ,
the Company shall deliver to the Trustee an Officer’s Certificate, which need not comply with Section 1.02, executed
by the principal executive officer, the principal financial officer or the principal accounting officer of the Company, stating
whether, to such officer’s knowledge, the Company is in compliance with all conditions and covenants under this Indenture,
such compliance to be determined without regard to any period of grace or requirement of notice under this Indenture, and making
any other statements as may be required by the provisions of Section 314(a)(4) of the Trust Indenture Act.


 


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


 




    	 	22	 



     


    

 


ARTICLE VII


SATISFACTION AND DISCHARGE


 


Section 7.01. Satisfaction and Discharge of Debt Securities.
Any Debt Security or Debt Securities, or any portion of the principal amount thereof, shall be deemed to have been paid for all
purposes of this Indenture, and the entire indebtedness of the Company in respect thereof shall be deemed to have been satisfied
and discharged, if there shall have been irrevocably deposited with the Trustee or any Paying Agent (other than the Company), in
trust:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	23	 



     


    

 


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


 


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


 


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


 


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


 


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


 


Section 7.02. Satisfaction and Discharge of Indenture.
This Indenture shall upon Company Request cease to be of further effect (except as hereinafter expressly provided), and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when


 


(a) no Debt Securities remain Outstanding
hereunder; and


 


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


 


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


 




    	 	24	 



     


    

 


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


 


Upon satisfaction and discharge of this
Indenture as provided in this Section, the Trustee shall assign, transfer and turn over to the Company, subject to the lien provided
by Section 9.07, any and all money, securities and other property then held by the Trustee for the benefit of the Holders
of the Debt Securities other than money and Eligible Obligations held by the Trustee pursuant to Section7.03.


 


Section 7.03. Application of Trust Money. Neither the
Eligible Obligations nor the money deposited pursuant to Section 7.01, nor the principal or interest payments on any such
Eligible Obligations, shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the
principal of, and premium, if any, and interest (including Additional Interest), if any, on, the Debt Securities or portions of
principal amount thereof in respect of which such deposit was made, all subject, however, to the provisions of Section 6.03;
provided, however, that, so long as there shall not have occurred and be continuing an Event of Default, or an event
that, with the giving of notice or the passage of time, would become an Event of Default, any cash received from such principal
or interest payments on such Eligible Obligations, if not then needed for such purpose, shall, to the extent practicable, be invested
in Eligible Obligations of the type described in Section 7.01(b) maturing at such times and in such amounts as shall be
sufficient to pay when due the principal of and premium, if any, and interest (including Additional Interest), if any, due and
to become due on such Debt Securities or portions thereof on and prior to the Maturity thereof, and interest earned from such reinvestment
shall be paid over to the Company as received, free and clear of any trust, lien or pledge under this Indenture except the lien
provided by Section 9.07; and provided, further, that, so long as there shall not have occurred and be continuing
an Event of Default, or an event that, with the giving of notice or the passage of time, would become an Event of Default, any
moneys held in accordance with this Section on the Maturity of all such Debt Securities in excess of the amount required to pay
the principal of and premium, if any, and interest (including Additional Interest), if any, then due on such Debt Securities shall
be paid over to the Company free and clear of any trust, lien or pledge under this Indenture except the lien provided by Section
9.07; and provided, further, that if an Event of Default, or an event that, with the giving of notice or the
passage of time, would become an Event of Default, shall have occurred and be continuing, moneys to be paid over to the Company
pursuant to this Section shall be held until such Event of Default, or event that, with the giving of notice or the passage of
time, would become an Event of Default, shall have been waived or cured.


 


ARTICLE VIII


EVENTS OF DEFAULT; REMEDIES


 


Section 8.01. Events of Default. “Event of Default,”
wherever used herein with respect to Debt Securities of any series, means any one of the following events:


 


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


 


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


 


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


 


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


 





 






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


 




    	 	25	 



     


    

 


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


 


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


 


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


 


Section 8.02. Acceleration of Maturity; Rescission and Annulment.
If an Event of Default due to the default in payment of principal of, or premium, if any, or interest (including Additional Interest)
on, any series of Debt Securities or due to the default in the performance or breach of any other covenant or warranty of the Company
applicable to the Debt Securities of such series but not applicable to all Outstanding Debt Securities shall have occurred and
be continuing, either the Trustee or the Holders of not less than 33% in principal amount of the Debt Securities of such series
may then declare the principal amount (or, if any of the Debt Securities of such series are Discount Debt Securities, such portion
of the principal amount as may be specified in the terms thereof as contemplated by Section 3.01) of all Debt Securities
of such series and premium, if any, and interest (including Additional Interest) accrued thereon to be due and payable immediately,
by a notice in writing to the Company (and to the Trustee if given by the Holders). If an Event of Default due to default in the
performance of any other of the covenants or warranties herein applicable to all Outstanding Debt Securities or an Event of Default
specified in Sections 8.01(e) or (f) shall have occurred and be continuing, either the Trustee or the Holders of
not less than 33% in principal amount of all Debt Securities then Outstanding (considered as one class), and not the Holders of
the Debt Securities of any one of such series, may declare the principal amount (or, if any of the Debt Securities are Discount
Debt Securities, such portion of the principal amount of such Debt Securities as may be specified in the terms thereof as contemplated
by Section 3.01) of all Debt Securities and premium, if any, and interest accrued thereon to be due and payable immediately,
by a notice in writing to the Company (and to the Trustee if given by the Holders). As a consequence of each such declaration (herein
referred to as a declaration of acceleration) with respect to Debt Securities of any series, the principal amount (or portion thereof
in the case of Discount Debt Securities) of such Debt Securities, premium, if any, and interest (including Additional Interest)
accrued thereon shall become due and payable immediately [(provided that the payment of principal of such Debt Securities shall
remain subordinated to the extent provided in Article XV hereof)]*.


 


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


 


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


 





 






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


 




    	 	26	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 8.03. Collection of Indebtedness and Suits for Enforcement
by Trustee. If an Event of Default described in clause (a), (b) or (c) of Section 8.01 shall have occurred and be continuing,
the Company shall, upon demand of the Trustee, pay to it, for the benefit of the Holders of the Debt Securities of the series with
respect to which such Event of Default shall have occurred, the whole amount then due and payable on such Debt Securities for principal
and premium, if any, and interest, if any, and, to the extent permitted by law, (i) interest on premium, if any, (ii) interest
on any overdue principal and (iii) Additional Interest, at the rate or rates prescribed therefor in such Debt Securities, and,
in addition thereto, such further amount as shall be sufficient to cover any amounts due to the Trustee under Section 9.07.


 


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


 


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


 


Section 8.04. Trustee May File Proofs of Claim. In case
of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition
or other judicial proceeding relative to the Company or any other obligor upon the Debt Securities or the property of the Company
or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Debt Securities shall then
be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made
any demand on the Company for the payment of overdue principal or interest (including Additional Interest)) shall be entitled and
empowered, by intervention in such proceeding or otherwise,


 


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


 


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


 




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and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments
to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay
to the Trustee any amounts due it under Section 9.07.


 


Nothing herein contained shall be deemed
to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Debt Securities or the rights of any Holder thereof or to authorize the Trustee to vote
in respect of the claim of any Holder in any such proceeding.


 


Section 8.05. Trustee May Enforce Claims Without Possession
of Debt Securities. All rights of action and claims under this Indenture or the Debt Securities may be prosecuted and enforced
by the Trustee without the possession of any of the Debt Securities or the production thereof in any proceeding relating thereto,
and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery
of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, be for the ratable benefit of the Holders in respect of which such judgment has been recovered.


 


Section 8.06. Application of Money Collected. [Subject
to the provisions of Article XV,]* any money collected by the Trustee pursuant to this Article shall be applied
in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of
principal or premium, if any, or interest (including Additional Interest), if any, upon presentation of the Debt Securities in
respect of which or for the benefit of which such money shall have been collected and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:


 


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


 


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


 


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


 


Section 8.07. Limitation on Suits. No Holder shall have
any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless:


 


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


 


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


 


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


 


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


 


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


 


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


 


 






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


 




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Section 8.08. Unconditional Right of Holders to Receive Principal,
Premium and Interest. Notwithstanding any other provision in this Indenture, the Holder of any Debt Security shall have the
right, which is absolute and unconditional, to receive payment of the principal of and premium, if any, and (subject to Section
3.07 [and 3.12]*) interest (including Additional Interest), if any, on such Debt Security on the Stated Maturity
or Maturities expressed in such Debt Security (or, in the case of redemption, on the Redemption Date) and to institute suit for
the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.


 


Section 8.09. Restoration of Rights and Remedies. If
the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding
shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee or to such Holder,
then and in every such case, subject to any determination in such proceeding, the Company, Trustee and such Holder shall be restored
severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and such Holder
shall continue as though no such proceeding had been instituted.


 


Section 8.10. Rights and Remedies Cumulative. Except
as otherwise provided in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.


 


Section 8.11. Delay or Omission Not Waiver. No delay
or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given
by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient,
by the Trustee or by the Holders, as the case may be.


 


Section 8.12. Control by Holders of Debt Securities.
If an Event of Default shall have occurred and be continuing in respect of a series of Debt Securities, the Holders of a majority
in principal amount of the Outstanding Debt Securities of such series shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee,
with respect to the Debt Securities of such series; provided, however, that if an Event of Default shall have occurred
and be continuing with respect to more than one series of Debt Securities, the Holders of a majority in aggregate principal amount
of the Outstanding Debt Securities of all such series, considered as one class, shall have the right to make such direction, and
not the Holders of the Debt Securities of any one of such series; and provided, further, that


 


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


 


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


 


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


 


Section 8.13. Waiver of Past Defaults.
The Holders of not less than a majority in principal amount of the Outstanding Debt Securities of any series may on behalf of the
Holders of all the Debt Securities of such series waive any past default hereunder with respect to such series and its consequences,
except a default:


 


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


 


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


 


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


 


 






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


 




    	 	29	 



     


    

 


Section 8.14. Undertaking for Costs. The Company and
the Trustee agree, and each Holder by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the
costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company, to any suit instituted
by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in aggregate
principal amount of the Outstanding Debt Securities of all series in respect of which such suit may be brought, considered as one
class, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or premium, if any, or interest
(including Additional Interest), if any, on any Debt Security on or after the Stated Maturity or Maturities expressed in such Debt
Security (or, in the case of redemption, on or after the Redemption Date).


 


Section 8.15. Waiver of Stay or Extension Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that
may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law
had been enacted.


 


ARTICLE IX


 


THE TRUSTEE


 


Section 9.01. Certain Duties and Responsibilities.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


Section 9.02. Notice of Defaults. The Trustee shall give
the Holders notice of any default hereunder with respect to the Debt Securities of any series to the Holders of Debt Securities
of such series of which it has knowledge (within the meaning of Section 9.03(h)) in the manner and to the extent required
to do so by the Trust Indenture Act, unless such default shall have been cured or waived; provided, however, that
in the case of any default of the character specified in Section 8.01(d), no such notice to Holders shall be given until
at least 60 days after the occurrence thereof. For the purpose of this Section, the term “default” means any event
that is, or after notice or lapse of time, or both, would become, an Event of Default.


 


Section 9.03. Certain Rights of Trustee. Subject to the
provisions of Section 9.01 and to the applicable provisions of the Trust Indenture Act:


 


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


 


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


 


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


 


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


 


(e) the Trustee shall be under no obligation
to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any Holder pursuant to this
Indenture, unless such Holder shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and
liabilities that might be incurred by it in compliance with such request or direction;


 


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


 


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


 


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


 




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Section 9.04. Not Responsible for Recitals or Issuance of
Debt Securities. The recitals contained herein and in the Debt Securities (except the Trustee’s certificates of authentication)
shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes responsibility for
their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Debt Securities.
Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Debt Securities
or the proceeds thereof. The Trustee shall not incur any liability for non-performance or breach of any obligation hereunder to
the extent that the Trustee is delayed in performing, unable to perform or breaches such obligation because of acts of God, war,
terrorism, fire, floods, electrical outages or other causes reasonably beyond its control; provided, however, that the Trustee
shall use commercially reasonable efforts consistent with accepted practices for corporate trustees to maintain performance without
delay or resume performance as soon as reasonably practicable under the circumstances.


 


Section 9.05. May Hold Debt Securities. Each of the Trustee,
any Authenticating Agent, any Paying Agent, any Debt Security Registrar or any other agent of the Company, in its individual or
any other capacity, may become the owner or pledgee of Debt Securities and, subject to Sections 9.08 and 9.13, may
otherwise deal with the Company with the same rights it would have if it were not the Trustee, Authenticating Agent, Paying Agent,
Debt Security Registrar or such other agent.


 


Section 9.06. Money Held in Trust. Money held by the
Trustee in trust hereunder need not be segregated from other funds, except to the extent required by law. The Trustee shall be
under no liability for interest on investment of any money received by it hereunder except as expressly provided herein or otherwise
agreed with, and for the sole benefit of, the Company.


 


Section 9.07. Compensation and Reimbursement. The Company
shall:


 


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


 


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


 


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


 


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


 


Section 9.08. Disqualification; Conflicting Interests.
If the Trustee shall have or acquire any conflicting interest within the meaning of the Trust Indenture Act, it shall either eliminate
such conflicting interest or resign to the extent, in the manner and with the effect, and subject to the conditions, provided in
the Trust Indenture Act and this Indenture. For purposes of Section 310(b)(1) of the Trust Indenture Act and to the extent permitted
thereby, the Trustee shall not be deemed to have a conflicting interest by virtue of being a Trustee under (i) this Indenture with
respect to Debt Securities of one or more series or (ii) any other indenture to which the Trustee and the Company are a party,
if any, or with respect to the securities issued thereunder, if any.


 




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Section 9.09. Corporate Trustee Required; Eligibility.
There shall at all times be a Trustee hereunder which shall be


 


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


 


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


 


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


 


Section 9.10. Resignation and Removal;
Appointment of Successor.


 


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


 


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


 


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


 


(d) If at any time:


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


Section 9.11. Acceptance of Appointment by Successor.


 


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


 


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


 




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


 


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


 


Section 9.12. Merger, Conversion, Consolidation or Succession
to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding
to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided
such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or
any further act on the part of any of the parties hereto. In case any Debt Securities shall have been authenticated, but not delivered,
by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Debt Securities so authenticated with the same effect as if such successor Trustee had itself authenticated
such Debt Securities.


 


Section 9.13. Preferential Collection of Claims Against Company.
If the Trustee shall be or become a creditor of the Company or any other obligor upon the Debt Securities (other than by reason
of a relationship described in Section 311(b) of the Trust Indenture Act), the Trustee shall be subject to any and all applicable
provisions of the Trust Indenture Act regarding the collection of claims against the Company or such other obligor. For purposes
of Section 311(b) of the Trust Indenture Act:


 


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


 


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


 


Section 9.14. Co-Trustees and Separate Trustees. At any
time or times, for the purpose of meeting the legal requirements of any applicable jurisdiction, the Company and the Trustee shall
have power to appoint, and, upon the written request of the Trustee or of the Holders of at least 33% in principal amount of the
Debt Securities then Outstanding, the Company shall for such purpose join with the Trustee in the execution and delivery of all
instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee either to act as co-trustee,
jointly with the Trustee, or to act as separate trustee, in either case with such powers as may be provided in the instrument of
appointment, and to vest in such Person or Persons, in the capacity aforesaid, any property, title, right or power deemed necessary
or desirable, subject to the other provisions of this Section. If the Company does not join in such appointment within 15 days
after the receipt by it of a request so to do, or if an Event of Default shall have occurred and be continuing, the Trustee alone
shall have power to make such appointment.


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


Section 9.15. Appointment of Authenticating Agent. The
Trustee may appoint an Authenticating Agent or Agents with respect to the Debt Securities of one or more series, or any Tranche
thereof, which shall be authorized to act on behalf of the Trustee to authenticate Debt Securities of such series or Tranche issued
upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and
Debt Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery
of Debt Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on
behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the United States, any state or territory thereof or the
District of Columbia or the Commonwealth of Puerto Rico, authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising
or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall
be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time
an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this Section.


 


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


 


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


 


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


 


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


 


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


 




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


 


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


  


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


 


ARTICLE X


HOLDERS’ LISTS AND REPORTS BY TRUSTEE
AND COMPANY


 


Section 10.01. Lists of Holders. Semiannually, not later
than                      
and                      
in each year, commencing with the year 20           , and at such
other times as the Trustee may request in writing, the Company shall furnish or cause to be furnished to the Trustee information
as to the names and addresses of the Holders, and the Trustee shall preserve such information and similar information received
by it in any other capacity and afford to the Holders access to information so preserved by it, all to such extent, if any, and
in such manner as shall be required by the Trust Indenture Act; provided, however, that no such list need be furnished
so long as the Trustee shall be the Debt Security Registrar. Every holder of Debt Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held
accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Debt Securities
in accordance with Section 312 of the Trust Indenture Act, or any successor Section of such Act, regardless of the source from
which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under Section 312(b) of the Trust Indenture Act, or any successor Section of such Act.


 


Section 10.02. Reports by Trustee and Company. Annually,
not later than                             
in each year, commencing                      ,
the Trustee shall transmit to the Holders, the Commission and each securities exchange upon which any Debt Securities are listed,
a report, dated as of the next preceding                      ,
with respect to any events and other matters described in Section 313(a) of the Trust Indenture Act, in such manner and to the
extent required by the Trust Indenture Act. The Trustee shall transmit to the Holders, the Commission and each securities exchange
upon which any Debt Securities are listed, and the Company shall file with the Trustee (within 30 days after filing with the Commission
in the case of reports that pursuant to the Trust Indenture Act must be filed with the Commission and furnished to the Trustee)
and transmit to the Holders, such other information, reports and other documents, if any, at such times and in such manner, as
shall be required by the Trust Indenture Act.


 


The Company shall notify the Trustee of
the listing of any Debt Securities on any securities exchange. Delivery of such reports, information and documents by the Company
to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained therein, including the Company’s compliance
with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).


 




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ARTICLE XI


CONSOLIDATION, MERGER, CONVEYANCE OR
OTHER TRANSFER


 


Section 11.01. Company May Consolidate, Etc., Only on Certain
Terms. The Company shall not consolidate with or merge into any other corporation, or convey or otherwise transfer or lease
its properties and assets substantially as an entirety to any Person, unless:


 


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


 


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


 


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


 


Section 11.02. Successor Corporation Substituted. Upon
any consolidation by the Company with or merger by the Company into any other corporation or any conveyance or other transfer or
lease of the properties and assets of the Company substantially as an entirety in accordance with Section 11.01, the successor
corporation formed by such consolidation or into which the Company is merged or the Person to which such conveyance, transfer or
lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor Person had been named as the Company herein, and thereafter, except in the case of a
lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Debt Securities Outstanding
hereunder.


 


ARTICLE XII


SUPPLEMENTAL INDENTURES


 


Section 12.01. Supplemental Indentures Without Consent of
Holders. Without the consent of any Holders, the Company and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	38	 



     


    

 


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


 


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


 


(i) to provide for the procedures required
to permit the Company to utilize, at its option, a non-certificated system of registration for all, or any series or Tranche of,
the Debt Securities; or


 


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


 


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


 


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


 


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


 


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


 


Section 12.02. Supplemental Indentures With Consent of Holders.
With the consent of the Holders of not less than a majority in aggregate principal amount of the Debt Securities of all series
then Outstanding under this Indenture, considered as one class, by Act of said Holders delivered to the Company and the Trustee,
the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture;
provided, however, that if there shall be Debt Securities of more than one series Outstanding hereunder and if a
proposed supplemental indenture shall directly affect the rights of the Holders of Debt Securities of one or more, but less than
all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Debt Securities
of all series so directly affected, considered as one class, shall be required; and provided, further, that if the
Debt Securities of any series shall have been issued in more than one Tranche and if the proposed supplemental indenture shall
directly affect the rights of the Holders of Debt Securities of one or more, but less than all, of such Tranches, then the consent
only of the Holders of a majority in aggregate principal amount of the Outstanding Debt Securities of all Tranches so directly
affected, considered as one class, shall be required; and provided, further, that no such supplemental indenture
shall:


 


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


 





 






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


 




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


 


(c) modify any of the provisions of this
Section, Section 6.06 or Section 8.13 with respect to the Debt Securities of any series, or any Tranche thereof (except
to increase the percentages in principal amount referred to in this Section or such other Sections or to provide that other provisions
of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Debt Security affected thereby);
provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes
in the references to “the Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance
with the requirements of Sections 9.11(b), 9.14 and 12.01(h).


 


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


 


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


 


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


 


Section 12.03. Execution of Supplemental Indentures.
In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be provided and (subject to Section 9.01) shall be fully
protected in relying upon an Officer’s Certificate and Opinion of Counsel, each stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture.


 


Section 12.04. Effect of Supplemental Indentures. Upon
the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Debt Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby. Any supplemental indenture permitted by this Article may
restate this Indenture in its entirety, and, upon the execution and delivery thereof, any such restatement shall supersede this
Indenture as theretofore in effect for all purposes.


 


Section 12.05. Conformity With Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in
effect.


 


Section 12.06. Reference in Debt Securities to Supplemental
Indentures. Debt Securities of any series, or any Tranche thereof, authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall so determine, new Debt Securities of any series,
or any Tranche thereof, so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture
may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Debt Securities
of such series or Tranche.


 




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Section 12.07. Modification without Supplemental Indenture.
If the terms of any particular series of Debt Securities shall have been established in a Board Resolution or an Officer’s
Certificate pursuant to a Board Resolution as contemplated by Section 3.01, and not in an indenture supplemental hereto,
additions to, changes in or the elimination of any of such terms may be effected by means of a supplemental Board Resolution or
Officer’s Certificate, as the case may be, delivered to, and accepted by, the Trustee; provided, however, that
such supplemental Board Resolution or Officer’s Certificate shall not be accepted by the Trustee or otherwise be effective
unless all conditions set forth in this Indenture that would be required to be satisfied if such additions, changes or elimination
were contained in a supplemental indenture shall have been appropriately satisfied. Upon the acceptance thereof by the Trustee,
any such supplemental Board Resolution or Officer’s Certificate shall be deemed to be a “supplemental indenture”
for purposes of Sections 12.04 and 12.06.


 


ARTICLE XIII


 


MEETINGS OF HOLDERS; ACTION WITHOUT MEETING


 


Section 13.01. Purposes for which Meetings may be Called.
A meeting of Holders of Debt Securities of one or more, or all, series, or any Tranche or Tranches thereof, may be called at any
time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Debt Securities of such series
or Tranches.


 


Section 13.02. Call, Notice and Place of Meetings.


 


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


 


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


 


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


 


Section 13.03. Persons Entitled to Vote at Meetings.
To be entitled to vote at any meeting of Holders of Debt Securities of one or more, or all, series, or any Tranche or Tranches
thereof, a Person shall be (a) a Holder of one or more Outstanding Debt Securities of such series or Tranches, or (b) a Person
appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Debt Securities of such series
or Tranches by such Holder or Holders. The only Persons who shall be entitled to attend any meeting of Holders of Debt Securities
of any series or Tranche shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee
and its counsel and any representatives of the Company and its counsel.


 


Section 13.04. Quorum; Action. The Persons entitled to
vote a majority in aggregate principal amount of the Outstanding Debt Securities of the series and Tranches with respect to which
a meeting shall have been called as hereinbefore provided, considered as one class, shall constitute a quorum for a meeting of
Holders of Debt Securities of such series and Tranches; provided, however, that if any action is to be taken at such
meeting that this Indenture expressly provides may be taken by the Holders of a specified percentage, which is less than a majority,
in principal amount of the Outstanding Debt Securities of such series and Tranches, considered as one class, the Persons entitled
to vote such specified percentage in principal amount of the Outstanding Debt Securities of such series and Tranches, considered
as one class, shall constitute a quorum. In the absence of a quorum within one hour of the time appointed for any such meeting,
the meeting shall, if convened at the request of Holders of Debt Securities of such series and Tranches, be dissolved. In any other
case the meeting may be adjourned for such period as may be determined by the chairman of the meeting prior to the adjournment
of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for
such period as may be determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Except as provided
by Section 13.05(e), notice of the reconvening of any meeting adjourned for more than 30 days shall be given as provided
in Section 13.02(a) not less than ten days prior to the date on which the meeting is scheduled to be reconvened. Notice
of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of
the Outstanding Debt Securities of such series and Tranches that shall constitute a quorum.


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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Section 13.06. Counting Votes and Recording Action of Meetings.
The vote upon any resolution submitted to any meeting of Holders shall be by written ballots on which shall be subscribed the signatures
of the Holders or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Debt Securities,
of the series and Tranches with respect to which the meeting shall have been called, held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any
resolution and who shall make and file with the secretary of the meeting their verified written reports of all votes cast at the
meeting. A record of the proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and there shall
be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by
one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice
was given as provided in Section 13.02 and, if applicable, Section 13.04. Each copy shall be signed and verified
by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company, and
another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any
record so signed and verified shall be conclusive evidence of the matters therein stated.


 


Section 13.07. Action Without Meeting. In lieu of a vote
of Holders at a meeting as hereinbefore contemplated in this Article, any request, demand, authorization, direction, notice, consent,
waiver or other action may be made, given or taken by Holders by written instruments as provided in Section 1.04.


 


ARTICLE XIV


IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS


 


Section 14.01. Liability Solely Corporate. No recourse
shall be had for the payment of the principal of or premium, if any, or interest (including Additional Interest), if any, on any
Debt Securities, or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented
thereby, or upon any obligation, covenant or agreement under this Indenture, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or of any predecessor or successor corporation (either directly or through
the Company or a predecessor or successor corporation), whether by virtue of any constitutional provision, statute or rule of law,
or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that this Indenture and
all the Debt Securities are solely corporate obligations, and that no personal liability whatsoever shall attach to, or be incurred
by, any incorporator, stockholder, officer or director, past, present or future, of the Company or of any predecessor or successor
corporation, either directly or indirectly through the Company or any predecessor or successor corporation, because of the indebtedness
hereby authorized or under or by reason of any of the obligations, covenants or agreements contained in this Indenture or in any
of the Debt Securities or to be implied herefrom or therefrom, and that any such personal liability is hereby expressly waived
and released as a condition of, and as part of the consideration for, the execution of this Indenture and the issuance of the Debt
Securities.


 


ARTICLE XV


[SUBORDINATION OF SECURITIES]*


 


Section 15.01. Securities Subordinate to Senior Indebtedness.
[The Company, for itself, its successors and assigns, covenants and agrees, and each Holder of the Debt Securities of each series,
by its acceptance thereof, likewise covenants and agrees, that the payment of the principal of and premium, if any, and interest,
if any, on each and all of the Debt Securities is hereby expressly subordinated, to the extent and in the manner set forth in this
Article, in right of payment to the prior payment in full of all Senior Indebtedness.


 


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


 


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


 


Section 15.02. Payment Over of Proceeds of Securities.
In the event (a) of any insolvency or bankruptcy proceedings or any receivership, liquidation, reorganization or other similar
proceedings in respect of the Company or a substantial part of its property, or of any proceedings for liquidation, dissolution
or other winding up of the Company, whether or not involving insolvency or bankruptcy, whether voluntary or involuntary or (b)
subject to the provisions of Section 15.03, that (i) a default shall have occurred with respect to the payment of principal
of or interest on or other monetary amounts due and payable on any Senior Indebtedness, or (ii) there shall have occurred a default
(other than a default in the payment of principal or interest or other monetary amounts due and payable) in respect of any Senior
Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof
to accelerate the maturity thereof (with notice or lapse of time, or both), and such default shall have continued beyond the period
of grace, if any, in respect thereof, and, in the cases of subclauses (i) and (ii) of this clause (b), such default shall not have
been cured or waived or shall not have ceased to exist, and, in the case of subclause (ii) of this clause (b), the maturity of
such Senior Indebtedness shall have been accelerated in accordance with the default provisions thereof or (c) that the principal
of and accrued interest on the Debt Securities of any series shall have been declared due and payable pursuant to Section 8.01
and such declaration shall not have been rescinded and annulled as provided in Section 8.02, then:


 





 






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


 




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


 


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


 


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


 


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


 


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


 




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Section 15.03. Disputes with Holders of Certain Senior Indebtedness.
Any failure by the Company to make any payment on or perform any other obligation in respect of Senior Indebtedness, other than
any indebtedness incurred by the Company or assumed or guaranteed, directly or indirectly, by the Company for money borrowed (or
any deferral, renewal, extension or refunding thereof) or any other obligation as to which the provisions of this Section shall
have been waived by the Company in the instrument or instruments by which the Company incurred, assumed, guaranteed or otherwise
created such indebtedness or obligation, shall not be deemed a default under clause (b) of Section 15.02 if (i) the Company
shall be disputing its obligation to make such payment or perform such obligation and (ii) either (A) no final judgment relating
to such dispute shall have been issued against the Company that is in full force and effect and is not subject to further review,
including a judgment that has become final by reason of the expiration of the time within which a party may seek further appeal
or review, or (B) in the event that a judgment that is subject to further review or appeal has been issued, the Company shall in
good faith be prosecuting an appeal or other proceeding for review and a stay of execution shall have been obtained pending such
appeal or review.


 


Section 15.04. Subrogation. Senior Indebtedness shall
not be deemed to have been paid in full unless the holders thereof shall have received cash (or securities or other property satisfactory
to such holders) in full payment of such Senior Indebtedness then outstanding. Upon the payment in full of all Senior Indebtedness,
the Holders of the Debt Securities shall be subrogated to the rights of the holders of Senior Indebtedness to receive any further
payments or distributions of cash, property or securities of the Company applicable to the holders of the Senior Indebtedness until
all amounts owing on the Debt Securities shall be paid in full; and such payments or distributions of cash, property or securities
received by the Holders of the Debt Securities, by reason of such subrogation, which otherwise would be paid or distributed to
the holders of such Senior Indebtedness shall, as between the Company, its creditors other than the holders of Senior Indebtedness,
and the Holders, be deemed to be a payment by the Company to or on account of Senior Indebtedness, it being understood that the
provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders, on the one
hand, and the holders of the Senior Indebtedness, on the other hand.


 


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


 


Section 15.05. Unconditional Obligation of the Company.
Nothing contained in this Article or elsewhere in this Indenture or in the Debt Securities is intended to or shall impair, as among
the Company, its creditors other than the holders of Senior Indebtedness and the Holders, the obligation of the Company, which
is absolute and unconditional, to pay to the Holders the principal of and interest on the Debt Securities as and when the same
shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders
and creditors of the Company other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee
or any Holder from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to
the rights, if any, under this Article of the holders of Senior Indebtedness in respect of cash, property or securities of the
Company received upon the exercise of any such remedy.


 


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


 


Section 15.06. Priority of Senior Indebtedness Upon Maturity.
Upon the maturity of the principal of any Senior Indebtedness by lapse of time, acceleration or otherwise, all matured principal
of Senior Indebtedness and interest and premium, if any, thereon shall first be paid in full before any payment of principal or
premium or interest, if any, is made upon the Debt Securities or before any Debt Securities can be acquired by the Company or any
sinking fund payment is made with respect to the Debt Securities (except that required sinking fund payments may be reduced by
Debt Securities acquired before such maturity of such Senior Indebtedness).


 




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Section 15.07. Trustee as Holder of Senior Indebtedness.
The Trustee shall be entitled to all rights set forth in this Article with respect to any Senior Indebtedness at any time held
by it, to the same extent as any other holder of Senior Indebtedness. Nothing in this Article shall deprive the Trustee of any
of its rights as such holder.


 


Section 15.08. Notice to Trustee to Effectuate Subordination.
The Company shall give prompt written notice to the Trustee of any fact known to the Company that would prohibit the making of
any payment to or by the Trustee in respect of the Debt Securities pursuant to the provisions of this Article. Notwithstanding
the provisions of this Article or any other provision of the Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment of moneys to or by the Trustee unless and until the Trustee
shall have received written notice thereof from the Company, from a Holder or from a holder of any Senior Indebtedness or from
any representative or representatives of such holder and, prior to the receipt of any such written notice, the Trustee shall be
entitled, subject to Section 9.01, in all respects to assume that no such facts exist; provided, however,
that, if prior to the fifth Business Day preceding the date upon which by the terms hereof any such moneys may become payable for
any purpose, or in the event of the execution of an instrument pursuant to Section 7.02 acknowledging satisfaction and discharge
of this Indenture, then if prior to the second Business Day preceding the date of such execution, the Trustee shall not have received
with respect to such moneys the notice provided for in this Section, then, anything herein contained to the contrary notwithstanding,
the Trustee may, in its discretion, receive such moneys and/or apply the same to the purpose for which they were received, and
shall not be affected by any notice to the contrary, which may be received by it on or after such date; provided, however,
that no such application shall affect the obligations under this Article of the persons receiving such moneys from the Trustee.


 


Section 15.09. Modification, Extension, Etc. of Senior Indebtedness.
The holders of Senior Indebtedness may, without affecting in any manner the subordination of the payment of the principal of and
premium, if any, and interest, if any, on the Debt Securities, at any time or from time to time and in their absolute discretion,
agree with the Company to change the manner, place or terms of payment, change or extend the time of payment of, or renew or alter,
any Senior Indebtedness, or amend or supplement any instrument pursuant to which any Senior Indebtedness is issued, or exercise
or refrain from exercising any other of their rights under the Senior Indebtedness, including, without limitation, the waiver of
default thereunder, all without notice to or assent from the Holders or the Trustee.


 


Section 15.10. Trustee Has No Fiduciary Duty to Holders of
Senior Indebtedness. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only
such of its covenants and objectives as are specifically set forth in this Article, and no implied covenants or obligations with
respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed
to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if it shall mistakenly
pay over or deliver to the Holders or the Company or any other Person, cash, property or securities to which any holders of Senior
Indebtedness shall be entitled by virtue of this Article or otherwise.


 


Section 15.11. Paying Agents other than the Trustee.
In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder,
the term “Trustee” as used in this Article shall in such case (unless the context shall otherwise require) be construed
as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article in addition to or in place of the Trustee; provided, however, that Sections 15.07,
15.08 and 15.10 shall not apply to the Company if it acts as Paying Agent.


 


Section 15.12. Rights of Holders of Senior Indebtedness Not
Impaired. No right of any present or future holder of Senior Indebtedness to enforce the subordination herein shall at any
time or in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any noncompliance by
the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may
have or be otherwise charged with.


 


Section 15.13. This Article Not To Prevent Events of Default.
The failure to make a payment on account of principal of, or premium, if any, or interest on the Debt Securities by reason of any
provision of this Article shall not be construed as preventing the occurrence of an Event of Default specified in paragraph (a)
or (b) of Section 8.01.


 


Section 15.14. Effect of Subordination Provisions; Termination.
Notwithstanding anything contained herein to the contrary, other than as provided in the immediately succeeding sentence, all the
provisions of this Indenture shall be subject to the provisions of this Article, so far as the same may be applicable thereto.


 


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


 





 






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


 




    	 	46	 



     


    

 


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


 


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


 


	 	FIVE OAKS INVESTMENT CORP.	 
	 	 	 	 
	 	By: 	 	 
	 	 	Name:	 
	 	 	Title:	 


 





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


 


[Trustee’s signature page follows.]


 




    	 	47	 



     


    

 


	 	                                  ,
    Trustee 
	 	 
	 	By: 	 
	 	Authorized Representative 
	 	 
	[SEAL] 	 
	 	 
	[ATTEST] 	 
	 	 
	Authorized Representative 	 


 




    	 	48